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 March 31, 2001

             [ ] 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 March 31, 2001, 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)

                                 BALANCE SHEETS

                      MARCH 31, 2001 AND DECEMBER 31, 2000





                                     ASSETS
<TABLE>
<CAPTION>

                                                                                (unaudited)
                                                                                 MARCH 31,              DECEMBER 31,
                                                                                  2 0 0 1                 2 0 0 0
                                                                                  -------                 -------
CURRENT ASSETS

<S>                                                                            <C>                        <C>
      Cash                                                                     $           11             $        11
                                                                               --------------             -----------

              TOTAL ASSETS                                                     $           11             $        11
                                                                             --==============             ===========



                                        LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:

      Shareholder Loan Payable                                                 $        1,140             $     1,140
      Accrued Expenses                                                                  3,750                   2,750
                                                                               --------------             -----------

              TOTAL LIABILITIES                                                         4,890                   3,890
                                                                               --------------             -----------

STOCKHOLDERS' DEFICIENCY

      Common Stock - $ .001 Par Value, 10,000,000 Shares Authorized, 689,700
          Shares Issued and Outstanding in March 31, 2001 and December 31, 2000,
          Respectively                                                                    690                     690
      Additional Paid-in Capital                                                        1,090                   1,090
      Deficit Accumulated During the Development Stage                                 (6,659)                 (5,659)
                                                                               --------------             -----------

              TOTAL STOCKHOLDERS' DEFICIENCY                                           (4,879)                 (3,879)
                                                                               --------------             -----------

              TOTAL LIABILITIES AND STOCKHOLDERS'
                 DEFICIENCY                                                    $           11             $        11
                                                                               ==============             ===========

</TABLE>

                 The accompanying notes are an integral part of
                          these financial statements.
<PAGE>


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

                            STATEMENTS OF OPERATIONS

                  FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND
                      2000 AND FOR THE PERIOD JUNE 4, 1999
                      (DATE OF INCEPTION) TO MARCH 31, 2001
                                   (unaudited)

<TABLE>
<CAPTION>


                                                                                              JUNE 4, 1999
                                                                                                (DATE OF
                                                            THREE MONTHS ENDED                INCEPTION) TO
                                                                 MARCH 31,                      MARCH 31,






                                                         2001                 2000                2001
                                                         ----                 ----                ----

<S>                                                     <C>               <C>                 <C>
INCOME                                                  $     -           $         22        $        102
                                                          -------          ------------        ------------

COST AND EXPENSES
   General and Administrative Expenses:
     Professional Fees                                       1,000                  850               6,761
                                                     -------------        -------------       -------------

Total Cost and Expenses                                      1,000                  850               6,761
                                                     -------------        -------------       -------------

Operating Loss                                              (1,000)                (828)             (6,659)
                                                     -------------        -------------       -------------


NET LOSS                                             $      (1,000)       $        (828)      $      (6,659)
                                                     =============        =============       =============

LOSS PER COMMON SHARE                                $      (0.001)       $      (0.001)      $      (0.010)
                                                     ==============       ==============      ==============

WEIGHTED AVERAGE COMMON
     SHARES OUTSTANDING                                    689,700              689,700             689,700
                                                     =============        =============       =============

</TABLE>





                 The accompanying notes are an integral part of
                          these financial statements.
                                        3
<PAGE>


                            ARROW CAPITAL GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY

                           FOR THE PERIOD JUNE 4, 1999
                      (DATE OF INCEPTION) TO MARCH 31, 2001
                                   (unaudited)



<TABLE>
<CAPTION>

                                                                                           Deficit
                                                     Common Stock                        Accumulated
                                                   $.001 Par Value         Additional     During the
                                                  -----------------         Paid-In       Development
                                                 Shares        Amount       Capital         Stage

<S>            <C>                                           <C>           <C>           <C>
Balances, June 4, 1999                              -        $    -        $   -         $     -

   Issuance of Common Stock                       689,700           690           890          -

   Additional Paid-In-Capital                       -                             200

   Net Loss for the Period      December 31, 1999   -             -            -                (5,659)
                                                 --------    ----------    ----------    -------------

Balances - December 31, 2000                      689,700           690         1,090           (5,659)

Net Loss                                            -             -            -                (1,000)
                                               ----------    ----------    ----------    -------------

Balances, March 31, 2001                         689,700     $      690    $    1,090    $      (6,659)
                                                ========     ==========    ==========    =============

</TABLE>




                 The accompanying notes are an integral part of
                          these financial statements.
                                        4
<PAGE>


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

                            STATEMENTS OF CASH FLOWS

                  FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND
                      2000 AND FOR THE PERIOD JUNE 4, 1999
                      (DATE OF INCEPTION) TO MARCH 31, 2001
                                   (unaudited)


<TABLE>
<CAPTION>




                                                                                                         JUNE 4, 1999
                                                                                                           (DATE OF
                                                                                                          INCEPTION)
                                                                            THREE MONTHS ENDED                TO
                                                                                MARCH 31,                  MARCH 31,
                                                                                ---------                  ---------
                                                                          2001             2000              2001
                                                                          ----             ----              ----
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                    <C>             <C>             <C>
     Net Profit (Loss)                                                 $    (1,000)    $      (828)    $      (6,659)
     Adjustments to Reconcile Net Income (Loss) to
         Net Cash Used in Operating Activities:
              Changes in Assets and Liabilities:
                  Increase (Decrease) in Accounts
                      Payable                                                1,000             249             3,750
                                                                       -----------     -----------     -------------

     NET CASH USED IN OPERATING ACTIVITIES                                    -               (579)           (2,909)
                                                                       -----------     -----------     -------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Advance from Shareholder                                                -               -                 1,670
     Payment on Shareholder - Loan Payable                                   -               -                  (530)
                                                                       -----------     -----------       -----------

     NET CASH PROVIDED BY INVESTING
         ACTIVITIES                                                          -               -                 1,140
                                                                       -----------     -----------     -------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Additional Paid-In-Capital                                              -               -                   200
     Proceeds from Issuance of Common Stock                                  -               -                 1,580
                                                                       -----------     -----------       -----------

     NET CASH PROVIDED BY
         FINANCING ACTIVITIES                                                -               -                 1,780
                                                                       -----------     -----------       -----------

NET INCREASE (DECREASE) IN CASH                                              -                (579)               11

CASH - Beginning of Period                                                      11           1,794              -
                                                                       -----------     -----------       -----------

CASH - End of Period                                                   $        11     $     1,215       $        11
                                                                       ===========     ===========     --===========

</TABLE>





                                        7
<PAGE>

                          NOTES TO FINANCIAL STATEMENTS
                                   (unaudited)



         The accompanying  reviewed  financial  statements have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and with the  instructions to Form 10-Q.  Accordingly,  they do not
include all of the  information  and  footnotes  required by generally  accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three month period ended March 31, 2001 are not  necessarily  indicative  of the
results that may be expected for the year ending  December 31, 2001. For further
information, refer to the financial statements and footnotes thereto included in
the Company's Annual Report on Form 10-KSB for the year ended December 31, 2000.


1.       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 statements, as of March 31, 2001 and December
31, 2000,  the Company has incurred  accumulated  deficits of $6,659 and $5,659,
respectively  and only had cash of $11.  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  liabilities  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.

         The  Company  is  currently  in a  development  stage  and  has not yet
commenced an active  trade or business.  The Company did not provide any current
or  deferred  federal or state  income tax  provision  or benefit for any of the
periods presented because to date, it has experienced operating losses.



<PAGE>



                          NOTES TO FINANCIAL STATEMENTS
                                   (unaudited)



1.   DESCRIPTION OF BUSINESS (Continued)

     RESULTS OF OPERATIONS

         During the three months  ended March 31, 2001,  the Company has engaged
in no significant  operations  other than the acquisition of capital for general
and  administrative  expenses  and  registration  of its  securities  under  the
Securities  Exchange Act of 1934.  During this period,  the Company  received no
operating  revenues.  General and  administrative  expense consists primarily of
professional fees.

     NEED FOR ADDITIONAL FINANCING

         The  Company's  existing  capital  will not be  sufficient  to meet the
Company's  cash  needs,   including  complying  with  its  continuing  reporting
obligation under the Securities  Exchange Act of 1934.  Accordingly,  additional
capital will be required.

     STATEMENT OF CASH FLOWS

         The Company considers all highly liquid debt instruments purchased with
maturity of three months or less to be cash equivalents. During the three months
ended March 31, 2001, the Company paid no interest or taxes.

     START-UP COSTS

         The  Company  adopted  the  provisions  of the  American  Institute  of
Certified  Public  Accountants'  Statement of Position  98-5,  "Reporting on the
Costs of Start-Up Activities".  SOP provides guidance on the financial reporting
of start-up and  organization  costs and  requires  such costs to be expensed as
incurred.

     The start-up costs consist principally of professional and consulting fees.

     LOSS PER COMMON SHARE

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

     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.


2.   RELATED PARTY TRANSACTIONS

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



<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2001




3.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         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 nor 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.


<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

                                       -1-

<PAGE>



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 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

                                       -2-

<PAGE>



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
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)

-----------

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

         (b) Reports on Form 8-K

         No reports on Form 8-K were filed during the quarter ended March 31,
2001.

                                                        -3-

<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 August 20, 2001                      ARROW CAPITAL GROUP, INC.


                                           S/James Season
                                           ---------------------
                                           James Season, President

                                                        -4-

<PAGE>