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

                                   Form 10-QSB


   Quarterly Report Section 13 or 15(d) of the Securities Exchange Act of 1934

                      For the quarter ended March 31, 2000

                          Commission File No. 000-26213

                             ARC COMMUNICATIONS INC.
        (Exact name of small business issuer as specified in its charter)

    A New Jersey Corporation                                  22-3201557
 (State or other jurisdiction of incorporation             (I.R.S. Employer
          or organization)                                 Identification No.)

                              788 Shrewsbury Avenue
                         Tinton Falls, New Jersey 07724
                    (Address of principal executive offices)

                    Issuer's telephone number: (732) 219-1766

     Check  whether  the issuer (1) 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 ___

     The number of shares outstanding of the Issuer's common stock as of May 10,
2000 was 13,703,132.


<PAGE>


ARC COMMUNICATIONS, INC.

INDEX

PART 1.  FINANCIAL INFORMATION

         Item 1. Financial Statements (Unaudited)

         a)      Consolidated Balance Sheets as of March 31, 2000 .......   3

         b)      Consolidated Statements of Operations for the Three
                 Months Ended March 31, 2000 and 1999 ...................   4

         c)      Consolidated Statements of Cash Flows for the
                 Three Months Ended March 31, 2000 and 1999 .............   5

         d)      Notes to Consolidated Financial Statements ............. 6 to 7


         Item 2. Management's Discussion and
                 Analysis of Financial Condition
                 and Results of Operations ..............................  8-10

PART II.  OTHER INFORMATION

         Item 6. Exhibits and Reports on Form 8-K .......................  11

         a)       Exhibits ..............................................  11

         b)       Reports on Form 8-K ...................................  11

<PAGE>


PART 1 - FINANCIAL INFORMATION

Item 1 - Financial Statements


                   ARC COMMUNICATIONS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                    UNAUDITED

<TABLE>
<CAPTION>
                                      ASSETS                                Three Months Ended
                                                                                 March 31,
                                                                                   2000
                                                                                 ----------
<S>                                                                              <C>
CURRENT ASSETS
      Cash and Cash Equivalents                                                  $  431,000
      Accounts Receivable-Net of Allowances for Doubtful Accounts
          of $57,000 and $65,000 respectively                                       841,000
      Inventory                                                                      10,000
      Prepaid Expenses and Other Receivables                                         49,000
      Costs in Excess of Billings                                                    22,000
                                                                                 ----------
          Total Current Assets                                                    1,353,000
                                                                                 ----------

PROPERTY AND EQUIPMENT-NET                                                          355,000

OTHER ASSETS
      Goodwill-Net                                                                   74,000
      Security Deposits                                                               8,000
      Due from Related Party                                                         28,000
                                                                                 ----------

          Total Other Assets                                                        111,000
                                                                                 ----------

TOTAL ASSETS                                                                     $1,819,000
                                                                                 ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
      Line of Credit                                                             $  444,000
      Accounts Payable and Accrued Expenses                                         365,000
                                                                                 ----------
          Total Current Liabilities                                                 809,000
                                                                                 ----------

COMMITMENTS AND CONTINGENCIES

      Preferred Stock, Stated Value $.20; 5,000,000 Shares Authorized;
          720,000 Shares Issued and Outstanding in 2000                             144,000
      Common Stock, $.001 Par Value, Authorized 45,000,000 Shares, Issued
          and Outstanding 13,703,132 in 2000                                         14,000
      Additional Paid in Capital                                                  1,409,000
      Retained Earnings (Accumulated Deficit)                                      (557,000)
                                                                                 ----------
STOCKHOLDERS' EQUITY                                                              1,010,000
                                                                                 ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                       $1,819,000
                                                                                 ==========
</TABLE>


<PAGE>


                   ARC COMMUNICATIONS, INC. AND SUBSIDIARIES 3

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                    UNAUDITED

<TABLE>
<CAPTION>
                                               Three Months Ended       Three Months Ended
                                                    March 31,                March 31,
                                                      2000                     1999
                                                    ----------              ----------
<S>                                                 <C>                     <C>
NET SALES                                           $1,194,000              $  966,000

COSTS AND EXPENSES
      Operating Costs                                  151,000                  67,000
      Selling, General and Administrative              809,000                 614,000
      Depreciation and Amortization                     40,000                  36,000
                                                    ----------              ----------

          Total Costs and Expenses                   1,000,000                 717,000
                                                    ----------              ----------

OTHER INCOME (EXPENSES)
      Interest Income                                    4,000                   3,000
      Interest Expense                                 (12,000)                (12,000)
      Other Income                                           0                   2,000
                                                    ----------              ----------

          Total Other Expense                           (8,000)                 (7,000)
                                                    ----------              ----------

NET INCOME                                          $  186,000              $  242,000
                                                    ==========              ==========


INCOME PER COMMON SHARE                             $     0.01              $     0.02
                                                    ==========              ==========

</TABLE>


See Notes to Consolidated Financial Statements.


<PAGE>

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                    UNAUDITED

<TABLE>
<CAPTION>
                                                                    Three Months Ended       Three Months Ended
                                                                         March 31,               March 31,
                                                                           2000                     1999
                                                                    -------------------      ------------------
<S>                                                                        <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES

      Net Income                                                           $186,000                $242,000
      Adjustments to Reconcile Net Income or Loss to Net Cash
          Provided by Operating Activities:
              Depreciation and Amortization                                  40,000                  36,000

      Increase (Decrease) in Cash from Changes in:
          Accounts Receivable                                              (116,000)               (252,000)
          Prepaid Expenses                                                   (8,000)                  1,000
          Other Receivable                                                        0                   6,000
          Due from Related Party                                                  0                  (1,000)
          Accounts Payable and Accrued Expenses                              51,000                 (57,000)
          Capitalized Lease Obligations                                      (1,000)                 (1,000)
          Deferred Revenue                                                  (43,000)                      0
                                                                           --------                --------

              Total Adjustments                                             (77,000)               (268,000)
                                                                           --------                --------

              Net Cash Provided by (Used in) Operating Activities           109,000                 (26,000)
                                                                           --------                --------


CASH FLOWS FROM INVESTING ACTIVITIES

      Expenditures for Property and Equipment                               (30,000)                (13,000)
                                                                           --------                --------

              Net Cash Used in Investing Activities                         (30,000)                (13,000)
                                                                           --------                --------


CASH FLOWS FROM FINANCING ACTIVITIES

      Proceeds from Notes Payable                                                 0                  40,000
                                                                           --------                --------

              Net Cash Provided by Financing Activities                           0                  40,000
                                                                           --------                --------

NET INCREASE IN CASH                                                         79,000                   1,000

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                              352,000                 224,000
                                                                           --------                --------

CASH AND CASH EQUIVALENTS AT END OF YEAR                                   $431,000                $225,000
                                                                           ========                ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
      Cash Paid for Interest                                                 12,000                  12,000

See Notes to Consolidated Financial Statements.

</TABLE>


<PAGE>
                    ARC COMMUNICATIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                    Unaudited

                                 March 31, 2000


1.   Basis of Presentation

     In the opinion of the  Company,  the  accompanying  consolidated  financial
     statements  contain all adjustments  (consisting  only of normal  recurring
     adjustments)  necessary to fairly present the Company's  financial position
     and its  results of  operations  and cash flows as of the dates and for the
     periods indicated.

     Certain  information  and  footnote   disclosures   normally  contained  in
     financial   statements  prepared  in  accordance  with  generally  accepted
     accounting  principles  have been  omitted.  These  condensed  consolidated
     financial  statements  should  be  read in  conjunction  with  the  audited
     December  31, 1999  consolidated  financial  statements  and related  notes
     included in the  Company's  year end  certified  financial  statement.  The
     results of operations for the three months are not  necessarily  indicative
     of the operating results for the full year.

     Amounts for the three months ended March 31, 1999 have been reclassified to
     conform with the March 31, 2000 presentation.

2.   Principles of Consolidations

     The consolidated  financial statements included the accounts of the Company
     and all of its subsidiaries in which a controlling  interest is maintained.
     All significant intercompany accounts and transactions have been eliminated
     in  consolidation.   For  those  consolidated  subsidiaries  where  Company
     ownership is less than 100%, the outside stockholders'  interests are shown
     as minority interests. Investments in affiliates over which the Company has
     significant  influence  but not a  controlling  interest are carried on the
     equity basis.

3.   Revenue Recognition

     The  Company  recognized  revenue  from  sales at the date the  product  is
     shipped and as professional services are performed.

<PAGE>

                    ARC COMMUNICATIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                    Unaudited

                                 March 31, 2000




4.    Segment Information

<TABLE>
<CAPTION>
                                                   Three Months Ended   Three Months Ended
                                                        March 31,           March 31,
                                                          2000                1999
                                                       ----------          ----------
<S>                                                    <C>                 <C>
Revenue
    Multi-Media                                        $  970,000          $  893,000
    Continuing professional education                     224,000              73,000
                                                       ----------          ----------
         Total Consolidated Revenue                    $1,194,000          $  966,000
                                                       ----------          ----------

Net Income
    Multi-Media                                        $  239,000          $  279,000
    Continuing professional education                     (53,000)            (38,000)
                                                       ----------          ----------
         Total Consolidated Net Income                 $  186,000          $  241,000
                                                       ----------          ----------

Assets
    Multi-Media                                        $1,632,000          $1,425,000
    Continuing professional education                     187,000             103,000
                                                       ----------          ----------
         Total Consolidated Net Assets                 $1,819,000          $1,528,000
                                                       ----------          ----------
</TABLE>


<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Overview

     Arc  Communications  Inc.  ("ARC"  or  the  "Company")  is  a  full-service
marketing consulting and new media design firm specializing in sports marketing,
technology  and  the  pharmaceutical   industry.   Services  include  marketing,
consulting,  website development,  electronic commerce, interactive multi-media,
graphics design and imaging.

     Arc,  through  its  subsidiaries,   electronically   publishes  interactive
educational  and  reference  material  for the medical  and dental  professions,
provides on-line continuing  professional  education to the medical,  dental and
funeral   director's   professions  and  provides   on-line   personal   medical
information.

     Arc has  organized  these lines of  businesses  into two  separate  product
groups,  the multi-media group and continuing  education group. These groups are
supported by a common infrastructure.  This organization structure allows Arc to
develop and grow multiple revenue streams by utilizing the common infrastructure
across the product lines it currently has, as well as  cost-effectively  compete
in new and emerging markets.

Results of Operations

     Arc's net sales for the three months ended March 31, 2000 were  $1,194,000,
an increase  of  $228,000 or 23.6% over the  $966,000 of net sales for the three
months ended March 31, 1999. In Arc's multi-media  segment,  sales for the three
months  ended  March 31,  2000 and March 31, 1999 were  $970,000  and  $893,000,
respectively,  an increase of 8.7 percent. In its continuing  education segment,
sales for the three months ended March 31, 2000 and March 31, 1999 were $224,000
and $73,000, respectively, an increase of 205 percent.

     Our revenue growth  continues to be driven by an expanding  revenue base in
Arc's core  businesses of internet  site  development,  interactive  multi-media
development and a new capability to deliver live  educational  seminars  through
its continuing professional education company, Arc Mesa Educators.

     The  increase  in the  multi-media  segment  is a  result  of  (1)  website
development  revenue increasing $121,000 or 463%, as a result of Arc's expansion
into the burgeoning  area of  business-to-  business  e-commerce and (2) revenue
from full interactive  multi-media development increasing $124,000 or 20.3%, due
to  Arc's  expansion  into  high-level  corporate  training.  These  gains  were
partially  offset by the $167,000  decline in  professional  services  which was
anticipated.


<PAGE>


     The increase in revenue for continuing  professional education is primarily
due to the new capability of delivering live  educational  seminars  through its
distance learning company.  This segment also benefitted from increased sales of
continuing professional education delivered through our website.

     Operating  costs for the three  months  ended  March 31, 2000 and March 31,
1999  were  $151,000  and  $67,000,  respectively.  The  increase  is due to the
increase  in costs  relating to live  educational  seminars  and outside  vendor
costs. Selling,  general and administrative  expenses for the three months ended
March 31, 2000 increased to $809,000, an increase of $195,000 or 31.7%, over the
$614,000 of expenses for the three months  ended March 31, 1999.  This  increase
was primarily due to expenses incurred in the planned expansion to providing the
live  educational  seminars.  The increased  expenses  relating to the expansion
plans  included the costs of hiring several key personnel to support and develop
this segment.

     Depreciation and amortization expenses for the three months ended March 31,
2000 and March  31,  1999  were  $40,000  and  $36,000,  respectively,  a modest
increase of 10.2 percent.  This increase is  attributable to the purchase of new
desktop computer systems in 1999.

     Net income for the three months ended March 31, 2000 of $186,000 represents
a decrease  of $56,000  from the net income of $242,000  reported  for the three
month period ended March 31, 1999. Despite an increase of $228,000 of net sales,
the added expenses  associated with the expansion to providing live  educational
seminars   and,  to  a  lesser   degree,   increases  in  certain   general  and
administrative  expenses, were the main factors in the reduction of earnings. We
believe the increases are necessary,  as we anticipate  continued revenue growth
through the second quarter.  For the foregoing reasons,  earnings per share were
$0.01 compared to $0.02 for the same period in 1999.

Liquidity and Capital Resources

     Arc is currently financing its operations  primarily through cash generated
from  operations.  Cash flows from operations were $109,000 for the three months
ended  March 31, 2000 as compared  to a  reduction  of cash from  operations  of
$26,000  for the same  period  in 1999.  The  increase  in 2000 was  principally
attributable to an accelerated rate of collection of receivables.

     Cash flows used in investing  activities  were $30,000 for the three months
ended March 31,  2000 as  compared to $13,000 for the same period in 1999.  Cash
used for  investing  activities  during  the  current  period  were for  capital
expenditures.

     Arc uses its working capital to finance ongoing  operations and to fund the
marketing and the  development of its products and services.  At March 31, 2000,
the Company had working capital


<PAGE>


of $544,000 as compared to $413,000 at March 31, 1999.  Current assets increased
by $314,000, from $1,038,000 at March 31, 1999, to $1,353,000 at March 31, 2000,
while current liabilities increased by $183,000, from $626,000 at March 31, 1999
to $809,000 at March 31,  2000.  The  increase in current  assets was  primarily
attributable  to an increase in cash and short-term  investments  resulting from
cash  generated  by  operations.  The change in current  liabilities  was due to
increases in accounts payable and accrued expenses. The Company maintains a line
of credit of  $750,000.  As of March 31,  2000,  $306,000  of the line of credit
remains available for future use subject to collateral restrictions. The Company
utilizes the line of credit for working  capital.  Although the Company believes
that the  amount  available  under  the line of  credit  is  sufficient  for its
short-term  requirements,  the Company  expects that the line of credit might be
increased for its long term financing needs.  Management  intends to obtain term
financing in addition to its line of credit.  The Company  anticipates that cash
on hand and cash provided by operating  activities  will maintain an appropriate
level of liquidity and will be sufficient  to fund its  operations  for the next
twelve months.

Business Strategies

     Arc  continues to position  itself to service the needs of the new media of
the Internet,  building a strong  infrastructure and developing  capabilities to
provide an end-to-end  solutions platform for our clients' internet  businesses.
The benefits of these  efforts have begun to be realized  with the addition of a
major national account as a customer during the current period.

     These same efforts and the ability to leverage  our  internet  capabilities
will continue to be applied to the  continuing  education  segment,  focusing on
extending the strong revenue growth realized from our live educational  seminars
and internet site education programs.


                                   SIGNATURES

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


Date: May 15, 2000                               ARC COMMUNICATIONS INC.



                                                 BY: /s/ Michael Rubel
                                                     ---------------------------
                                                        Michael Rubel
                                                        Chief Operating Officer


<PAGE>


PART  II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

     a) Exhibit 27 - Financial Data Schedule

     b) A Form 8-K,  dated March 30,  2000,  was filed  reporting  the change of
accountants which occurred on July 15, 1999.