U.S. 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 the quarterly period ended June 30, 1999

                |_| TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE
                               SECURITIES EXCHANGE ACT OF 1934

                   For the transition period from __________ to ___________

                              Commission File Number 0-11038

                         ADVANCED REMOTE COMMUNICATION SOLUTIONS, INC.
              (Exact name of small business issuer as specified in its charter)

         California                                       33-0644381
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 Incorporation or organization)

                10675 Sorrento Valley Road, Suite 200, San Diego, CA 92121
                          (Address of Principal Executive Offices)

                                  (619) 657-0100
                            (Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of theExchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes  X    No  __

                    APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                       PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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

                               APPLICABLE ONLY TO CORPORATE FILERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:18,990,453 shares of common stock as
of August 10, 1999.

Transitional Small Business Disclosure Format (check one): Yes  __    No  X




PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ADVANCED REMOTE COMMUNICATION SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

                       Three Months Ended June 30,     Six Months Ended June 30,
                         1999              1998        1999               1998
REVENUES:
Communications systems $438,608         $1,168,573   $ 991,817     $ 2,352,611
Data transmission and
 messaging            1,131,391            901,355   2,209,806       1,712,097
Video compression       907,568                      2,343,244
                    -----------       ------------   ----------    -----------

TOTAL REVENUES        2,477,567          2,069,928   5,544,867       4,064,708
                    -----------        -----------   ----------    -----------

COSTS AND EXPENSES:
Communications systems  294,792            738,208     637,944       1,489,672
Data transmission and
messaging               329,678            511,646     775,282         957,373
Video compression       384,194                        755,486
Selling, general and
administrative        1,739,303            917,742   3,356,253       1,618,106
                    -----------       ------------   ----------     ----------

TOTAL COSTS AND
EXPENSES              2,747,967          2,167,596   5,524,965       4,065,151
                    -----------       ------------   -----------    -----------

(LOSS) INCOME
FROM OPERATIONS       (270,400)           (97,668)      19,902           (443)

Interest income          3,026              4,922        5,572          38,117
Interest expense       203,157                         407,888
                    -----------       ------------   -----------    -----------

(LOSS) INCOME
BEFORE TAXES          (470,531)           (92,746)    (382,414)         37,674

INCOME TAX BENEFIT     112,500                         223,500

                    ===========       ============   ===========    ===========
NET (LOSS) INCOME   $ (358,031)         $ (92,746)    (158,914)       $ 37,674
                    ===========       ============   ===========    ===========


BASIC EARNINGS PER
COMMON SHARE           ($0.02)            ($0.01)      ($0.01)         $0.00

DILUTED  EARNINGS PER
COMMON SHARE            n/a                 n/a           n/a          $0.00

WEIGHTED AVERAGE
COMMON SHARES
OUTSTANDING         18,947,555         15,875,443    18,885,750     15,853,527

Dilutive effect of:

Employee stock
options                n/a                n/a           n/a            955,485
Warrants               n/a                n/a           n/a             92,845
Series A preferred
stock                  n/a                n/a           n/a                n/a

Weighted average of
common shares
outstanding,
assuming dilution      n/a                n/a           n/a         16,901,857

See Notes to Consolidated
Financial Statements







ADVANCED REMOTE COMMUNICATION SOLUTIONS, INC.
CONSOLIDATED BALANCE SHEETS



                                            June 30,               December 31,
                                     ------------------       ------------------
ASSETS                                       1999                     1998
                                           (Unaudited)
CURRENT ASSETS:
  Cash                                    $2,770,025                 $416,361
  Accounts receivable - net                2,126,033                2,320,404
  Inventories                                636,597                  684,737
  Prepaid expenses and other assets          209,163                  259,379
                                     ------------------       ------------------
       TOTAL CURRENT ASSETS                5,741,818                3,680,881

PROPERTY - net                               702,624                  738,337
PATENT - net                              16,896,635               17,459,135
GOODWILL - net                            10,983,616               11,192,133
                                     ------------------       ------------------

TOTAL                                    $34,324,693              $33,070,486
                                     ==================       ==================

LIABILITIES AND STOCKHOLDERS'EQUITY

CURRENT LIABILITIES:
  Accounts payable                          $892,525               $1,068,347
  Accrued expenses                           581,475                1,064,993
  Current portion of notes payable         1,914,549                1,730,399
                                     ------------------       ------------------
        TOTAL CURRENT LIABILITIES          3,388,549                3,863,739

NOTES PAYABLE - net of current portion     6,859,321                8,094,778
DEFERRED TAX LIABILITY                     6,414,584                6,639,584

STOCKHOLDERS'EQUITY:
   Preferred stock, no par value;
   1,000,000 shares authorized,
   300 shares of Series A issued           3,000,000
   Common stock, no par value;
   100,000,000 shares authorized,
   18,990,453 and 18,834,032 shares
   issued and outstanding
   in 1999 and 1998 respectively          17,876,251               17,527,483
   Accumulated deficit                    (3,214,012)              (3,055,098)
                                     ------------------       ------------------
        TOTAL STOCKHOLDERS'EQUITY        17,662,239               14,472,385
                                     ------------------       ------------------

TOTAL                                    $34,324,693              $33,070,486
                                     ==================       ==================

See Notes to Consolidated Financial Statements






ADVANCED REMOTE COMMUNICATION SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


                                                   Six months ended June 30,
                                                 1999                 1998
Operating activitie
Net (loss) income                            ($158,914)              $37,674
  Adjustments to reconcile net
  (loss) income
  to net cash used in operating
  activities:
  Deferred tax benefit                        (225,000)
  Depreciation and amortization              1,103,475               114,399
Changes in assets and liabilities:
    Accounts receivable, net                   194,371              (458,114)
    Inventories                                 48,139                30,147
    Deposit in escrow                                               (500,000)
    Prepaid expenses and other
    assets                                      50,217              (110,823)
    Accounts payable and accrued
    xpenses                                   (505,590)              567,138
                                       ---------------      ----------------
Net cash provided by (used in)
 operating activities                          506,698              (319,579)
                                       ---------------      ----------------

Investing activities:
  Capital expenditures                         (94,870)              (82,506)
  Goodwill acquired in acquisition             (50,000)
  Prepaid acquisition costs                                         (165,968)
                                       ---------------      ----------------
  Net cash used in investing
 activities                                   (144,870)             (248,474)
                                       ---------------      ----------------

Financing activities:
  Issuance of series A preferred stock       3,000,000
  Payments received on notes receivable
     issued for common stock                                       2,073,562
  Payments on line of credit                  (650,000)
  Cash received from exercise of
  stock options                                 43,143                99,927
  Payments on notes payable                   (401,307)
  Issuance of notes receivable                                       (37,000)
                                        ---------------     ----------------
Net cash provided by financing
 activities                                  1,991,836             2,136,489
                                       ---------------      ----------------

Net increase in cash                         2,353,664             1,568,436

Cash at beginning of period                    416,361               392,712
                                       ---------------      ----------------

Cash at end of period                       $2,770,025            $1,961,148
                                       ===============      ================

SUPPLEMENTAL DISCLOSURE ON NON-CASH
INVESTING AND FINANCING ACTIVITIES:

Reclassification of evaluation
inventory units to property                                        $ 88,372
Discount on redemption of note receivable
  for common  stock                                                $ 44,274
Issuance of common stock:
Common stock issued in acquisition           $ 151,875
Common stock issued to reduce
accounts payable                             $ 153,750

See Notes to Consolidated Financial Statements




ADVANCED REMOTE COMMUNICATION SOLUTIONS, INC.

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The  accompanying  financial  statements as of and for the six months ended
June 30, 1999 and 1998 are unaudited and have been prepared in accordance
ith generally  accepted  accounting  principles for interim
financial  information  and with the  instructions to Form 10-QSB and Article
10 of Regulation S-X.  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
considered necessary for a fair  presentation have been included.  Operating
results for the six months ended June 30, 1999 are not necessarily  indicative
of the results that may be expected for any other interim period or for the year
ending December 31, 1999.

NOTE 2 - BALANCE SHEET DETAILS

                                                6/30/99               12/31/98

                                         ----------------       ---------------
 Accounts receivable                         $2,190,233               $2,384,604
 Less allowance for doubtful accounts            64,200                   64,200
                                         ----------------       ----------------
                                             $2,126,033               $2,320,404
                                         ----------------       ----------------
 Inventory:
  Raw materials                               $ 393,482                 $364,889
  Work in progress                              171,383                  214,155
  Finished goods                                 71,732                  105,693
                                         ----------------       ----------------
        Total                                  $636,597                 $684,737
                                         ----------------       ----------------

  Property - at cost:
   Computers and equipment                   $ 961,727                 $835,320
   Furniture and fixtures                      205,368                  211,905
   Leasehold improvements                       55,390                   55,390
                                         ----------------       ----------------
                                             1,222,485                1,102,615
  Less accumulated depreciation                519,861                  364,278
                                         ----------------       ----------------
                                             $ 702,624                 $738,337
                                         ----------------       ----------------

    Goodwill                               $11,810,078              $11,633,203
     Less accumulated amortization             826,462                  441,070
                                         ----------------       ----------------
                                           $10,983,616              $11,192,133
                                         ----------------       ----------------

    Patent                                 $18,000,000              $18,000,000
     Less accumulated amortization           1,103,365                  540,865
                                         ----------------       ----------------
                                           $16,896,635              $17,459,135
                                         ----------------       ----------------

Depreciation  expense was  $155,583  and $72,149 for the six months ended June
30, 1999 and 1998,  respectively.  Amortization  expense was $947,892 and
$42,250 for the six months ended June 30, 1999 and 1998, respectively.

NOTE 3 - SELLING STOCKHOLDER REGISTRATION WITH THE SECURITIES AND EXCHANGE
COMMISSION

On April 29, 1998, a  Registration  Statement on Form SB-2 was filed with the
Securities & Exchange  Commission  ("Commission")  which provides  for
registration  of  5,370,070  shares  (later  revised  to  10,154,865)  of
common  stock on behalf  of  certain  selling stockholders,  including
(1) QUALCOMM,  Inc., one of the Company"s major  suppliers,  (2) shares
received by an officer and director in connection with a Restricted Stock
Purchase  Agreement,  (3) warrants granted to two directors of the Company,
(4) warrants granted to a Company  consultant  and (5) shares  purchased  by
shareholders  in private  transactions.  The Company did not receive any
proceeds related directly to the Form SB-2.  The Registration Statement became
effective May 11, 1999.

NOTE 4 - STOCK OPTIONS

Under the amended and restated  1996 Stock Option Plan ("the  Plan"),  the
Company may grant  incentive  and  non-qualified  options to purchase up to
4,000,000  shares of common stock to  employees,  directors and  consultants
at prices that are not less than 100% (85% for  non-qualified)  of fair market
value on the date the options are granted.  Option life for Non  Qualified
options will not exceed 10 years and for  Incentive  Stock  Options,  the life
shall be a 10 year period  after the options  are granted and  generally  become
exercisable  ratably over a five-year period following the date of grant. At
June 30, 1999,  there were 2,718,500  options  outstanding under the plan.

NOTE 5 - 401(k) PLAN

In April, 1999 the Company implemented a 401(k) plan allowing eligible employees
to contribute up to 10% of their salary, not toexceed $10,000 annually.  The
Company matches 25% of the employees contribution with a three year vesting
schedule.  During the second quarter the company contributed a total of
$11,760 to the plan.

NOTE 6 - GEOGRAPHIC AND BUSINESS SEGMENT INFORMATION

The   Company   operates   what   management   believes   to  be  two reportable
business   segments:   Communications   and  Video Compression/Multiplexing.
The  Company's  reportable  segments  are  strategic  business  units  that
offer  different  products  andservices.  They are managed separately based on
fundamental differences in their operations.

The  Communications  segment  consists of the operations of Boatracs,  Boatracs
(Europe) B.V. and  Oceantracs,  Inc., as well as theoperations  of  Boatracs
Gulfport.  The  Communications  segment has  exclusive  distribution  rights in
the United  States for marineapplication of the OmniTRACS system of satellite
based  communication and tracking systems manufactured by QUALCOMM. In addition
the Company' wholly owned  subsidiaries,  Boatracs (Europe) B.V.and Oceantracs,
Inc. have agreements with QUALCOM's  authorized service providers in Europe and
Canada for marine  distribution  of OmniTRACS  in parts of Europe and Canada.
Boatracs  Gulfport is a provider of software applications and service solutions
to the commercial work boat and petroleum industries, including customers of
Boatracs.

The Video  Compression  segment consists of the operations of Enerdyne which the
Company acquired in July 1998.  Enerdyne is a provider of versatile,  high
performance  digital video  compression  products and  multiplexing  equipment
to the  government  and  commercial markets. In the second quarter of 1998,
there was only one segment: communications.

Information by industry segment for the six months ended June 30, 1999 is set
forth below.

                                                  Video
                          Communications       Compression/        Consolidated
                          ---------------      Multiplexing      --------------
                                               ------------
   Revenues                 $ 3,201,624         $ 2,343,243         $5,544,867
   Income (loss) from
   operations                   102,202             (82,300)             19,902
   Interest income                3,654               1,918               5,572
   Interest expense               9,193             398,695             407,888
   Depreciation and
   amortization                 146,369             957,106           1,103,475
   Total assets             $ 5,672,121         $28,652,572         $34,324,693

The Company has two foreign  subsidiaries:  Boatracs  (Europe)  B.V.  and
ceantracs  Inc.  Boatracs  (Europe)  B.V. is located in The Netherlands and
provides  communication  services to the European market.  Oceantrac Inc.
provides  communication  services in Eastern Canada.  In addition,  Enerdyne has
limited  foreign  sales.  The following  table presents  revenues and long lived
assets  (excluding goodwill) for each of the geographical areas in which the
Company operates:

                 Six months ended 6/30/99        Six months ended 6/30/98

                                Long-                                 Long-
                                Lived                                 Lived
                 Revenues       Assets            Revenues           Assets
                ----------   ----------         ----------        ------------

United States  $5,339,772   $17,515,852         $3,901,193           $267,541
International     205,095        83,407            163,515             55,051
               ----------    ----------         ----------        ------------
Total          $5,544,867   $17,599,259         $4,064,708           $322,592
               ----------    ----------         ----------        ------------




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

Overview

The Company has two main business units:
         1.  BOATRACS and
         2.  Enerdyne Technologies, Inc. ("ENERDYNE"), a wholly owned subsidiary

The Company  earns revenue  primarily  from four sources:(a) sales of satellite
based  communications  equipment and software,  and additional  complementary
and/or modified equipment created or procured by BOATRACS for marine
application;  (b) data transmission and messaging  charges;(c) software license
fees and charges for custom software  development  solutions and (d) developmen
and sales of video compression products.

At the annual  meeting of  shareholders  on May 11,  1999,  the Company  passed
a  resolution  to change its name.  To more  accurately reflect the Company's
capabilities,  BOATRACS,  Inc. has changed its name to Advanced Remote
Communications  Solutions Inc. (ARCOMS). ARCOMS is a global  company  delivering
innovative  and  proprietary  solutions  to  customers  in specific  markets for
their  remote information  needs.  BOATRACS is a business unit of ARCOMS;
Enerdyne  Technologies  Inc.  remains a wholly owned subsidiary of ARCOMS.
ARCOMS is headquartered in San Diego, and has offices in Santee, CA, Gulfport,
MS and The Netherlands.

Statements  within this 10-QSB which are not historical  facts,  including
statements  about  strategies and  expectations for new and existing products,
technologies, and opportunities,  are forward-looking statements that involve
risks and uncertainties.  The Company wishes to caution  readers to the risk
factors  inherent to the business  including, but not limited to, the continuin
reliance upon QUALCOMM,  Inc., one of the major suppliers of equipment sold by
the Company,  and reliance upon QUALCOMM's Network Management Facility
through which the Company's message  transmissions  are formatted and processed
These and other risks are more fully described in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1998.


For the three months ended June 30, 1999 and 1998

Total revenues for the quarter ended June 30, 1999, were $2,477,567 an increase
of $407,639 or 19.7% as compared to total revenues of $2,069,928 for the quarter
ended June 30, 1998.

Communications  systems  revenues,  which consist of revenues from the sale of
BOATRACS  systems and related software were $438,608 or 17.7% of total revenues
a decrease of $729,965 or 62.5%  compared to $1,168,573 or 56.5% of total
revenues in the second quarter of 1998. The decrease in communication  systems
revenues  compared to the same period of the prior year,  reflects  decreased
sales in the United States,  Europe and Canada for the three months ended June
30, 1999. During the second quarter of 1998, the Company  experienced
substantial sales resulting from legislation related to the fishing industry in
the north east United States.

Data  transmission  and messaging  revenues were  $1,131,391 or 45.7% of total
revenues,  an increase of $230,036 or 25.5% compared to U$901,355 or 43.6% of
total  revenues in the second  quarter of 1998.  The  increase  in revenues
reflects an overall  increase in data transmission  and  messaging  services
provided by the Company as a result of growth in the number of BOATRACS  systems
installed  on vessels in the past twelve months.

Video  compression  revenues in the amount of $907,568 or 36.6% of total
revenues,  represent  revenues from Enerdyne which the Company acquired on July
7, 1998.

Communications  systems  expenses  were  $294,792 or 67.2% of  communications
systems  revenues for the quarter ended June 30, 1999, a decrease of $443,416 or
60.1%,  compared to $738,208 which represented  63.2% of communications systems
revenues in the corresponding quarter of the prior year.  The dollar  decrease
in expenses  primarily  reflects  the decrease in  communication  systems sales.
The decrease  in gross  margin to 33% from 37% in the prior year is due to a
different  customer  mix in the second  quarter  and sales of certain units fro
a different  supplier with a lower margin. The gross margin on software sales,
included in communications  systems, remained relatively unchanged.

Data  transmission and messaging expenses were $329,678 or 29.1% of data
transmission  and messaging  revenues for the quarter ended June 30, 1999,  a
decrease of $181,968 or 35.6%,  compared to $511,646  which  represented  56.8%
of data  transmission  and  messaging revenues in the  corresponding  quarter o
the prior year. The dollar decrease in costs and the increase in gross margin
percentage in the second  quarter of 1999 in the amount of 28% is primarily  due
to a change in the billing  structure  and also a reduction in costs from the
service  provider  during the second half of 1998.  Video  compression  expenses
were $384,194 in the second quarter which was 42.3%of video compression revenues

Selling,  general and  administrative  expenses  were  $1,739,303  or 70.2% of
total  revenues for the quarter  ended June 30, 1999, an increase of $821,561 or
89.5%,  compared to $917,742  or 44.3% of total  revenues in the prior
corresponding  quarter.  The  increased dollar  amount is  primarily
attributable  to  increases  in  operating  expenses  in  connection  with the
acquisition  of  Enerdyne Technologies,  Inc. in July 1998.  Salary  expenses
increased  due to  additional  employees in the amount of $307,473 or 70.9%,
rent increased by $49,273 or 160% due to the  acquisition  and a relocation of
the corporation  offices,  insurance  increased by $45,182 or 132% and marketing
and  promotion  increased by $25,987 all due to  additional  staff and expenses
related to the  acquisitions.  In addition,  amortization  of goodwill and a
patent was $475,096 in the second  quarter of 1999 compared to 21,100 in the
second  quarter of 1998. Depreciation increased by $52,292 or 62% to $79,452
from $48,990 in the prior second quarter.

Earnings before interest,  taxes,  depreciation and amortization for the quarter
ended June 30, 1999 were $284,150 compared to negative $27,577 in the second
quarter of 1998.

Interest  expense in the amount of $203,157 for the second  quarter of 1999
primarily  represents  interest on notes payable issued in connection with the
acquisition of Enerdyne on July 7, 1998.

The income tax  benefit  recorded  in the amount of  $112,500 in the quarter
ended June 30,  1999  represents  the amortization of a temporary tax difference
on the life of the Enerdyne patent.

For the six months ended June 30, 1999 and 1998

Total  revenues  for the six months  ended June 30,  1999,  were  $5,544,867
an increase of  $1,480,159  or 36.4% as compared to total revenues of $4,064,708
for the six months ended June 30, 1998.

Communications  systems  revenues,  which consist of revenues from the sale of
BOATRACS  systems and related software were $991,817 or 17.9% of total revenues,
a decrease of $1,360,794 or 57.8%  compared to  $2,352,611 or 57.9% of total
revenues in the  corresponding period of the prior year.  The  decrease in
communication  systems  revenues  compared to the same period of the prior year,
reflects decreased  sales in the United  States,  Europe and Canada,  primarily
due to timing.  During the first six months of 1998 the Company
experienced  substantial  sales  resulting  from  legislation  related to the
fishing  industry in the north east United  States.  Data transmission  and
messaging  revenues  were  $2,209,806  or 39.9% of total  revenues,  an increase
of  $497,709 or 29.1%  compared to $1,712,097 or 42.1% of total revenues in the
corresponding  six months of 1998. The increase in revenues  reflects an overall
increase in data  transmission and messaging  services provided by the Company
as a result of growth in the number of BOATRACS systems installed on vessels in
the past year.

Video compression  revenues in the amount of $2,343,244 or 42.3% of total
revenues,  represent revenues from Enerdyne which the Company acquired on July
7, 1998.

Communications  systems  expenses were $637,944 or 64.3% of  communications
systems revenues for the six months ended June 30, 1999, a decrease of $851,728
or 57.2%,  compared to $1,489,672 which represented 63.3% of communications
systems revenues in the corresponding six months of the prior year. The dollar
decrease in expenses  primarily  reflects the decrease in  communication
systems sales.  The gross margin on communication systems remained relatively
flat at approximately 36%.

Data transmission and messaging  expenses were $775,282 or 35.1% of data
transmission and messaging  revenues for the six months ended
June 30, 1999,  a decrease of $182,091 or 19.0%,  compared to $957,373  which
represented  55.9% of data  transmission  and  messaging revenues  in the
corresponding  six months of the prior  year.  The dollar  decrease  in costs,
even  though  message  revenues  were increased and the increase in gross margin
of 21% reflects a new contract  with volume  discounts  from the supplier
commencing in the second halfof 1998 with an additional reductions in the second
quarter of 1999.

Video compression expenses were $755,486 for the six months, which was 32.2% of
video compression revenues.

Selling, general and  administrative expenses were $3,356,253 or 60.5% of total
revenues for the six months ended June 30, 1999, an increase of $1,738,147 or
107%,  compared to $1,618,106 or 39.8% of total  revenues in the prior
corresponding  period.  The increased dollar  amount is  primarily attributable
to  increases  in  operating  expenses  in  connection  with the  acquisition
of  Enerdyne Technologies,  Inc. in July 1998.  Salary  expenses  increased  due
to  additional  employees  in the amount of  $633,591 or 84%, rent increased  by
$82,217 or 145%,  insurance  increased by $78,020 or 131% and travel  increased
by $26,036 or 22% all due to  additional staff and expenses  related to the
acquisitions.  In addition,  amortization  of goodwill and a patent was $947,892
for the six months ended June 30,  1999  compared  to $42,250 for the six months
ended June 30,  1998.  Depreciation  expense  was  $155,583  for the six months
ended June 30, 1999 compared to $72,149 in the corresponding period of the prior
year.

Earnings before interest,  taxes,  depreciation  and  amortization  for the six
months ended June 30, 1999 were $1,122,691  compared to $113,956 for the six
months ended June 30, 1998.

Interest  expense in the amount of $407,888  for the six months  ended June 30,
1999  primarily  represents interest on notes payable issued in connection with
the acquisition of Enerdyne on July 7, 1998.

The income tax benefit  recorded in the amount of $223,500  for the six month
ended June 30,  1999  represents  the  amortization  of a temporary tax
difference on the life of the Enerdyne patent.


Liquidity and Capital Resources

The Company's cash balance at June 30, 1999 was  $2,770,025,  an increase of
$2,353,664  compared to the December 31, 1998 cash balance of  $416,361.  At
June 30, 1999,  working  capital was  $2,353,269  an increase of  $2,536,127
from the  negative  working  capital of $416,361.  At June 30, 1999,  working
capital was  $2,353,269  an increase of  $2,536,127  from the  negative  working
capital of $182,858 at  December  31,  1998.  Cash of $506,698  was  provided by
operating  activities,  cash of $144,870  was used in  investing activities and
cash of $1,991,836 was provided by financing activities in the first six months
of 1999.

On December 29, 1998,  the Company  signed a promissory  note with a bank in the
amount of $4,250,000 and used the proceeds to pay down a portion of a $8,000,000
note issued in connection  with the  acquisition of Enerdyne.  The interest rate
on the  promissory  note is 7.75% per annum and will be paid over five years in
monthly  payments of $70,833.  In  addition,  the  Company  entered  into a
line of credit  agreement  with the bank of borrow up to  $750,000  at an
interest  rate equal to the  lender's  prime rate which was 7.75% on
December 29, 1998.  The agreement expires on December 29, 2000.  There were no
amounts drawn on the line at June 30, 1999.

Accounts  receivable net of an allowance for uncollectible  accounts  decreased
$194,371 to $2,126,033 at June 30, 1999 from $2,320,404 at December  31, 1998
due  primarily to the timing and decrease of total sales for the quarter  ended
June 30, 1999.  Property,  net of accumulated  depreciation,  was $702,624 at
June 30, 1999, a decrease of $35,713 due  primarily to  depreciation  expense
in the second quarter of 1999.  Goodwill  and patent,  net of  amortization,
decreased by $208,517 and  $562,500  respectively  due to  amortization
expense in the first six months of 1999.  The goodwill  decrease was offset by
an increase of $176,875  representing  goodwill paid for an acquisition in April
1999 (see Item 2 Changes in Securities).

Accounts  payable  were  $892,525 at June 30, 1999, a decrease of $175,822
compared to a balance of  $1,068,347  at December 31, 1998.
Accrued expenses  decreased $483,518 at June 30, 1999 to $581,475 from
$1,064,993.  When combining these two accounts,  the change is a
$659,340  decrease.  The combined  decrease is due  primarily  to a
decrease in vendor  payables due to less product sold in the second
quarter of 1999  compared  to the  fourth  quarter of 1998.  In  addition,
the terms to a major  supplier  were  reduced in the secondqquarter and
additional volume discounts  received which also reduced the payables.
Accrued expenses were further reduced by the timing of certain  payments in the
second  quarter  compared to  year-end.  Total notes  payable  (short term plus
long term) in the amount of $8,773,870 at June 30, 1999 compared to $9,825,177
at year end relates to the  promissory  note to a bank entered into in December
1998 and notes owing to the previous owners of ENERDYNE.  Total payments of
$1,051,307 were made in the first 6 months of 1999.

The Company  anticipates  making capital  expenditures  in excess of $200,000
during 1999. To date the Company has financed its working capital needs through
private loans,  the issuance of stock and cash generated from  operations.
Expansion of the Company's  business may require a  commitment  of  substantial
funds.  To the extent that the net  proceeds of recent  private  financing
activities and internally generated funds are insufficient to fund the Company's
operating  requirements,  it may be necessary for the Company to seek
additional funding,  either through collaborative  arrangements or through
public or private financing.  There can be no assurance that
additional  financing will be available on acceptable  terms or at all.
If additional  funds are raised by issuing  equity  securities,
dilution to the existing  shareholders  may result.  If adequate  funds are
not  available,  the Company's  business would be adversely affected.

Year 2000 Issues

In the operation of its business,  the Company uses commercial  computer
software  primarily  purchased from or provided by independent
software  vendors.  After an  analysis  of the  Company's  exposure  to the
impact of "year 2000  issues"  (i.e.  issues that may arise resulting  from
computer  programs that use only the last two, rather than all four,  digits of
the year),  the Company  believes that such commercial  software is already
substantially year 2000 compliant, and that completion of year 2000 compliance
should not have a material impact on the Company's business,  operations or
financial condition;  however,  the Company is still assessing the impact of
this year 2000 issue.

The Company has  performed  an internal  analysis,  completed  a summary  plan
that  identifies  all  critical  systems,  assesses  the compliance status,
and includes a plan to achieve  compliance on non-compliant  systems and is in
the process of finalizing a specific written plan to address the year 2000
issues for both  internally  developed  products  and  products  developed
and  manufactured  by Qualcomm.  Qualcomm has assured the Company that all the
products  supplied to  BOATRACS,  Inc.  during the course of the  relationship
and going forward will be upgraded to ensure  compliance with Year 2000
standards.  This assurance will be at no charge to the Company or customers but
the Company may be required to exchange certain chip sets of our customers at
minimal cost.

For  internally  developed  products,  the upgrade  process is in final  testing
phase and will be completed  by  September  30, 1999. Development  costs
associated with the upgrade have been included in operations as incurred.
The Company has spent a total of $16,000 to date and anticipates  that the total
expenditures  remaining to complete the conversion will be  approximately
$30,000 and will be included in operations as incurred.

The Company has completed  contingency  plans for most systems,  however
management is continuing to evaluate and assess the impact of
the year 2000 issue and will report when the final assessment is complete,
estimated to by September 30, 1999.

The Company is not in a position to  evaluate  the extent (if any) to which any
year 2000 issues that may affect the economy  generally or any  suppliers or
others with whom the Company does business in  particular  would also be likely
to affect the Company.  Failure of one or more of the supplier's computer
products to be year 2000 compliant would have a material effect on the Company's
business.

PART II - OTHER INFORMATION
ITEM 1.  LEGAL PROCEEDINGS

The Company is not aware of any current or pending legal proceedings to which
the Company is a party.

ITEM 2. CHANGES IN SECURITIES

In April 1999, the Company entered into an Asset Purchase Agreement with two
individuals to purchase a communications components business.  The Company paid
$50,000 in cash and issued 75,000 restricted common shares in reliance on
Section 4 (2) of the Securities Act of 1933 ("Securities Act") valued at $2.03
each.  Goodwill of approximately $200,000 was recorded as a result of the
transaction.

In May 1999, the Company issued 60,000 restricted common shares, in reliance
on section 4 (2) of the Securities Act, to Qualcomm, Inc., a major supplier of
the Company as payment on certain accounts payable.  The shares were issued at
fair market value of $2.56.

In June 1999, the Company entered into a Series A Preferred Stock Purchase
Agreement ("Agreement") with a private company.  Pursuant to the Agreement, the
Company issued 300 restricted shares of Series A Convertible Preferred stock
("Preferred Stock") under Rule 506, of the Securities Act for an aggregate
purchase price of $3,000,000. The Preferred Stock shall be entitled to receive,
when and if declared by the Board of Directors, cumulative cash dividends, in
preference and priority to dividends on any junior stock at 9% yearly.  Each
share of the Preferred Stock valued at $10,000 is convertible into common stock
at a conversion price of $4.00 per common share and may be adjusted for certain
recapitalization events.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Inapplicable

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

On May 11, 1999, the Company held its Annual Meeting of Shareholders at the
corporate office.


The following directors were elected:
                                            FOR                        AGAINST
Michael Silverman                          16,477,347                 1,942
Jon Gilbert                                16,469,347                 8,942
Giles Bateman                              16,477,347                 1,942
Luis Maizel                                16,477,347                 1,942
Mitchell  Lynn                             16,469,347                 8,942
Scott  Boden                               16,477,347                 1,942
Thomas Bernard                             16,477,347                 1,942

The following proposals were adopted at the meeting:
1. Amendments to the BOATRACS, Inc. 1996 Stock Option Plan increasing the number
of shares available to 4,000,000from 2,000,000 and to make additional amendments
to conform the Plan to the requirements of Internal Revenue Code Section 422 and
the California Securities Rules.

For:              Against:          Abstain:                Non-vote:
13,679,863        39,503            4,852                   4,883,290

2.  To consider and act upon a change in the Company name to Advanced Remote
Communications Solutions, Inc.
For:              Against:          Abstain:                  Non-vote:
16,062,016        8,372             15,576                    2,521,544

ITEM 5. OTHER INFORMATION
Inapplicable

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Item:
(a)(1)    Exhibit 11 - Computation of Net Earnings per share
         (filed herewith).

3.4       Certificate of Amendment and Restatement of Articles of Incorporation
          filed herewith).

4.2       On reliance of section 4 (2) of the Security Act.

10.31     Amended and restated 1996 BOATRACS, INC., Stock Option Plan.
          (incorporated by reference to the Company's Form S-8
          filed with the SEC on June 15, 1999).



EXHIBIT 11

COMPUTATION OF EARNINGS PER SHARE
(In thousands, except earnings per share data)


                            Three months ended               Six months ended
                                  June 30                         June 30
                           1999            1998            1999           1998
Net (loss) income        ($358)           ($93)           ($159)           $38
Basic earnings per
common share             ($.02)          ($.01)           ($.01)          $.00
Diluted earnings
per common share          n/a             n/a              n/a            $.00
Weighted average
common shares
outstanding              18,948          15,875          18,886          15,854
Weighted average
common shares
outstanding assuming     18,948          15,875          18,886          16,902
dilution





                                                              SIGNATURES


In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its ehalf by the Undersigned,
thereunto duly authorized.



                               ADVANCED REMOTE COMMUNICATION SOLUTIONS, Inc.
                                                     Registrant


August 14,  1999                         /s/ MICHAEL SILVERMAN
Date                                         MICHAEL SILVERMAN
                                             CHAIRMAN OF THE BOARD


August 14, 1999                         /s/  JON GILBERT
Date                                         JON GILBERT
                                             PRESIDENT AND  CHIEF
                                             EXECUTIVE OFFICER

August 14, 1999                        /s/   JOHN O'BRYANT
Date                                         CHIEF FINANCIAL OFFICER