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 June 30, 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 June 30, 2001, the Issuer had 2,260,600 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

                       JUNE 30, 2001 AND DECEMBER 31, 2000





                                     ASSETS
<TABLE>
<CAPTION>
                                                                                (Unaudited)
                                                                                  JUNE 30,              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
      Accrued Expenses                                                                  4,750                   2,750
                                                                               --------------             -----------

              TOTAL LIABILITIES                                                         4,750                   3,890
                                                                               --------------             -----------

STOCKHOLDERS' DEFICIENCY

      Common Stock - $ .001 Par Value, 10,000,000 Shares Authorized, 2,260,600
          and 689,700 Shares Issued and Outstanding in June 30, 2001 and
          December 31, 2000, Respectively                                               2,441                     690
      Additional Paid-in Capital                                                        1,090                   1,090
      Deficit Accumulated During the Development Stage                                 (8,270)                 (5,659)
                                                                               --------------             -----------

              TOTAL STOCKHOLDERS' DEFICIENCY                                           (4,739)                 (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 AND SIX MONTHS ENDED JUNE 30, 2001
                    AND 2000 AND FOR THE PERIOD JUNE 4, 1999
                      (DATE OF INCEPTION) TO JUNE 30, 2001
                                   (Unaudited)




<TABLE>

<CAPTION>

                                                                                                                      JUNE 4, 1999
                                              THRE MONTHS ENDED                            SIX MONTHS ENDED          INCEPTION) TO
                                                   JUNE 30                                     JUNE 30,                JUNE 30,
                                           2001                    2000                2001               2000            2001
                                           ----                    ----                ----               ----            ----

<S>                                     <C>               <C>                 <C>                 <C>               <C>
INCOME                                  $-                          $16                $-                   $38      $     102
                                        -------                     ---            -------                  ---      ----------

COST AND EXPENSES
   General and Administrative
      Expenses:
         Professional Fees                      1,611               500               2,611               1,350          8,372
                                        -------------     -------------       -------------       -------------     ----------

Total Cost and Expenses                         1,611               500               2,611               1,350          8,372
                                        -------------     -------------       -------------       -------------     ----------

Operating Loss                                 (1,611)             (484)             (2,611)             (1,312)        (8,270)
                                        -------------     -------------       -------------       -------------     ----------


NET LOSS INCOME                         $      (1,611)    $        (484)      $      (2,611)      $      (1,312)    $   (8,270)
                                        =============     =============       =============       =============     ==========

LOSS PER COMMON                         $      (0.0009)   $    (0.0007)       $    (0.0021)       $    (0.0019)     $ (0.0101)
                                        ===============   =============       =============       =============     ==========
     SHARE

WEIGHTED AVERAGE
     COMMON SHARES
     OUTSTANDING                            1,742,721           689,700           1,219,119             689,700        816,285
                                          ===========     =============         ===========       =============     ==========


</TABLE>


<PAGE>


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

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

                           FOR THE PERIOD JUNE 4, 1999
                      (DATE OF INCEPTION) TO JUNE 30, 2001
                                   (Unaudited)


<TABLE>
C

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

Balances, June 4, 1999                              -        $    -        $   -         $     -             $     -

<S>                                               <C>               <C>           <C>                                <C>
   Issuance of Common Stock                       689,700           690           890          -                     1,580

   Additional Paid-In-Capital                      -                              200                                  200

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

Balances - December 31, 2000                      689,700           690         1,090           (5,659)             (3,879)

   Issuance of Common Stock                    1,570,900          1,751        -               -                     1,751

Net Loss                                            -             -            -                (2,611)             (2,611)
                                               ----------    ----------    ----------    -------------       -------------

Balances, June 30, 2001                          2,260,600   $    2,441    $    1,090    $      (8,270)      $      (4,739)
                                              ============   ==========    ==========    =============       =============


</TABLE>

<PAGE>


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

                            STATEMENTS OF CASH FLOWS

                FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001
                    AND 2000 AND FOR THE PERIOD JUNE 4, 1999
                      (DATE OF INCEPTION) TO JUNE 30, 2001



<TABLE>
<CAPTION>
                                                                                                                      JUNE 4, 1999
                                                                                                                        (DATE OF
                                                                                                                       INCEPTION)
                                                                                                                           TO
                                                            THREE MONTHS ENDED              SIX MONTHS ENDED            JUNE 30,
                                                                 JUNE 30,                       JUNE 30,
                                                            2001           2000           2001            2000            2001
                                                            ----           ----           ----            ----            ----

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                      <C>             <C>           <C>             <C>            <C>
     Net Profit (Loss)                                   $    (1,611)    $    (484)    $    (2,611)    $    (1,312)   $      (8,270)
     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           251           2,000             500            4,750
                                                         -----------     ---------     -----------     -----------    -------------

     NET CASH USED IN OPERATING                                 (611)         (233)           (611)           (811)          (3,520)
                                                         -----------     ---------     -----------     -----------    -------------
              ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES
     Advance from Shareholder                                    611           -               611           -                2,281
     Payment on Shareholder - Loan Payable                     -               -             -               -                 (530)
                                                         -----------     ---------     -----------     -----------      -----------

     NET CASH PROVIDED BY INVESTING                                                              611
                                                                                     ---------------
         ACTIVITIES                                              611           -                             -                1,751
                                                         -----------     ---------                     -----------      -----------

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                                -              (233)          -                (811)              11

CASH - Beginning of Period                                        11         1,215              11           1,793             -
                                                         -----------     ---------     -----------     -----------      --------

CASH - End of Period                                     $        11     $     982     $        11     $       982      $        11
                                                         ===========     =========     ===========     ===========    --===========

</TABLE>


<PAGE>



                          NOTES TO FINANCIAL STATEMENTS

                                   (UNAUDITED)


                                        7


         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 June 30, 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 June 30, 2001 and December
31, 2000,  the Company has incurred  accumulated  deficits of $8,270 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>





1.   DESCRIPTION OF BUSINESS (Continued)

     RESULTS OF OPERATIONS

         During the six months ended June 30,  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 six months
ended June 30, 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

         Lossper  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

         On April 30, 2000 the Company  issued  1,750,900  shares of  restricted
common stock at par to  Mid-Continental  Securities Corp.  (Mid-Continental),  a
related party as full settlement of loan payable to Mid-Continental.




<PAGE>





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 rate 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 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

                                       -1-

<PAGE>



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
factors it believes are appropriate in

                                       -2-

<PAGE>



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 June 30,
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>