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 September 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 the  Exchange  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:  20,665,021 shares of common stock as
of November 12, 1999.

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






ITEM 1. FINANCIAL STATEMENTS

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

                             Three Months Ended        Nine Months Ended
                                 September 30,            September 30,
                           1999              1998      1999             1998
REVENUES:
Communications systems   $1,593,864      $ 881,543   $2,587,597     $ 3,234,154
Data transmission
and messaging             1,190,346      1,039,488    3,400,152       2,751,585
Video compression           741,680      1,383,951    3,084,924       1,383,951
                         ----------    -----------   ----------      -----------

        TOTAL REVENUES    3,525,890      3,304,982    9,072,673       7,369,690
                        -----------     -----------   ---------      -----------

COSTS AND EXPENSES:
Communications systems      394,100        535,106    1,033,957       2,024,778
Data transmission
and messaging               363,179        508,243    1,138,462       1,465,616
Video compression           258,384        386,798    1,013,870         386,798
Selling, general and
administrative            2,412,362      1,483,927    5,768,615       3,102,033
                        -----------    -----------  -----------    ------------
TOTAL COSTS AND
EXPENSES                  3,428,025      2,914,074    8,954,904       6,979,225
                        -----------    -----------  -----------     -----------

INCOME FROM OPERATIONS       97,865        390,908      117,769         390,465

Interest income              22,004          2,913       27,575          41,030
Interest expense           (182,689)      (201,556)    (590,578)       (201,556)
                         ----------     -----------  ----------      -----------

(LOSS) INCOME BEFORE
 TAXES                      (62,820)       192,265     (445,234)        229,939

INCOME TAX (EXPENSE)
/BENEFIT                   (190,932)       103,846       32,568         103,846


                         ===========    ===========   ===========   ===========
NET (LOSS) INCOME        $ (253,752)     $ 296,111   $ (412,666)     $ 333,785
                          ==========    ===========   ===========   ===========


BASIC (LOSS) EARNINGS
 PER COMMON SHARE           ($0.01)         $0.02      ($0.02)          $0.02
                           -------         ------      -------          -----

DILUTED  EARNINGS PER
COMMON SHARE                  n/a           $0.01        n/a            $0.02

WEIGHTED AVERAGE
COMMON SHARES
OUTSTANDING               19,029,249    18,690,838    18,939,455     16,809,691

Dilutive effect of:

Employee stock  optio        n/a         1,049,316         n/a          702,536
Warrants                     n/a           473,148         n/a          215,117
Series A convertibl
preferred stock              n/a             n/a           n/a             n/a

Weighted average of
common shares outstanding,
assuming dilution         19,029,249    20,213,302    18,939,455     17,727,344

See Notes to Consolidated Financial Statements



ADVANCED REMOTE COMMUNICATION SOLUTIONS, INC.
CONSOLIDATED BALANCE SHEETS



                                          September 30,            December 31,
                                     ------------------       ------------------
ASSETS                                       1999                     1998
------                                       ----                     ----
                                           (Unaudited)
CURRENT ASSETS:
  Cash                                     $1,328,719                 $416,361
  Accounts receivable - net                 2,998,796                2,320,404
  Inventories                                 908,003                  684,737
  Prepaid expenses and other assets           326,006                  259,379
                                    ------------------        ----------------
                                            5,561,524                3,680,881

PROPERTY - net                                692,676                  738,337
PATENT - net                               16,615,385               17,459,135
GOODWILL - net                             16,301,252               11,192,133
                                   ------------------       ------------------

TOTAL                                     $39,170,837              $33,070,486
                                    =================        =================
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                         $1,181,937               $1,068,347
  Accrued expenses                          1,306,970                1,064,993
  Current portion of notes payable          2,454,549                1,730,399
                                    ------------------       ------------------
        TOTAL CURRENT LIABILITIES           4,943,456                3,863,739

NOTES PAYABLE - net of current portion      6,606,258                8,094,778
DEFERRED TAX LIABILITY                      6,644,510                6,639,584

STOCKHOLDERS' EQUITY:
Convertible 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,
20,665,021 and 18,834,032
shares issued and outstanding
in 1999 and 1998 respectively              21,444,376               17,527,483
  Accumulated deficit                      (3,467,763)             (3,055,098)
                                    ------------------       ------------------
        TOTAL STOCKHOLDERS' EQUITY         20,976,613               14,472,385
                                    ------------------       ------------------

TOTAL                                     $39,170,837              $33,070,486
                                    ==================       ==================

See Notes to Consolidated Financial Statements


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


                                              Nine months ended September 30,
                                                1999                   1998
                                                ----                   ----
Operating activities:
Net (loss) income                            ($412,666)               $333,785
  Adjustments to reconcile net
  (loss) income
  to net cash used in operating activities:
    Deferred tax benefit                         4,926                (103,846)
    Depreciation and amortization            1,929,801                 628,643
Changes in assets and liabilities:
    Accounts receivable, net                  (678,392)              (1,703,211)
    Inventories                               (223,266)                (488,173)
    Prepaid expenses and other assets          (66,627)                (163,345)
    Accounts payable and accrued expenses      509,317                  788,021
                                        ------------------   ------------------
Net cash provided by (used in)
operating activities                         1,063,093                (708,126)
                                        ------------------   ------------------

Investing activities:
  Capital expenditures                       (364,417)                (244,537)
  Net cash paid in acquisitions            (1,495,092)              (1,104,665)
                                        ------------------   ------------------
  Net cash used in investing activities    (1,859,509)              (1,349,202)
                                       ------------------    ------------------

Financing activities:
  Issuance of series A preferred stock      3,000,000
  Payments received on notes receivable
     issued for common stock                                          2,073,562
  Cash received from exercise
  of stock options                            73,144                     99,927
  Payments on notes payable                                             (37,000)
                                   ------------------        ------------------
Net cash provided by
 financing activities                      1,708,774                  2,136,489
                                   ------------------        ------------------

Net increase in cash                         912,358                     79,161

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

Cash at end of period                     $1,328,719                   $471,873
                                  ==================         ==================

SUPPLEMENTAL DISCLOSURE ON NON-CASH
INVESTING AND FINANCING ACTIVITIES:

Issuance of notes payable                  $ 600,000               $ 10,000,000
Common stock issued in acquisitions      $ 3,690,000               $ 10,558,996
Reclassification of evaluation
inventory units to property                                            $ 88,372
Discount on redemption of note
receivable for common  stock                                           $ 44,274
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  nine  months  ended
September  30, 1999 and 1998 are  unaudited and have been prepared in accordance
with 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 nine months ended
September  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

                                                9/30/99               12/31/98

                                       ----------------          -------------
Accounts receivable                          $3,088,496             $2,384,604
 Less allowance for doubtful accounts            89,700                 64,200
                                       ----------------         --------------
                                             $2,998,796             $2,320,404

                                       ----------------         --------------
 Inventory:
   Raw materials                               $515,949               $364,889
   Work in progress                             262,886                214,155
   Finished goods                               129,168                105,693
                                       ----------------          -------------
                       Total                   $908,003               $684,737
                                       ----------------          -------------

  Property - at cost:
   Computers and equipment                   $1,184,144               $835,320
   Furniture and fixtures                       227,498                211,905
   Leasehold improvements                        55,390                 55,390
                                       ----------------       ----------------
                                              1,467,032              1,102,615

   Less accumulated depreciation                774,356                364,278
                                       ----------------       ----------------
                                               $692,676               $738,337
                                       ----------------       ----------------

    Goodwill                                $17,418,290            $11,633,203
      Less accumulated amortization           1,117,038                441,070
                                       ----------------       ----------------
                                            $16,301,252            $11,192,133

                                       ----------------       ----------------

    Patent                                  $18,000,000            $18,000,000
      Less accumulated amortization           1,384,615                540,865
                                       ----------------       ----------------
                                            $16,615,385            $17,459,135

                                       ----------------       ----------------

Depreciation  expense  was  $239,335  and  $141,345  for the nine  months  ended
September 30, 1999 and 1998,  respectively.  Amortization expense was $1,519,712
and  $487,297  for  the  nine  months  ended   September   30,  1999  and  1998,
respectively.


NOTE 3 - ACQUISITIONS

Effective August 1, 1999,  the Company  acquired Innovative
Communication  Technologies,  Inc. ("ICTI"), a privately held company located in
Gaithersburg,  Maryland. The purchase price included the payment of $1.5 million
cash to the ICTI  shareholders,  1,665,000  shares of the Company's common stock
and the issuance of promissory notes in the amount of $600,000.  In addition,  a
promissory  note in the amount of $400,000 was issued subject to certain revenue
targets.  The Company  purchased  ICTI's assets of $1.6 million,  liabilities of
$1.5 million and  recorded  goodwill in the amount of $5.5  million.  Due to the
timing of the acquisition, estimates have been made for certain assets which may
be later adjusted.

ICTI  is  engaged  in the  design  and  implementation  of  bandwidth  efficient
multimedia  satellite  networks.  ICTI develops customized software solutions to
manage and allocate available satellite  power/bandwidth resources to optimize a
satellite system's lifecycle costs.


NOTE 4 - SELLING STOCKHOLDER REGISTRATION WITH THE SECURITIES AND EXCHANGE
COMMISSION

On May 11, 1999 a Registration  Statement on Form SB-2 filed with the Securities
& Exchange Commission  ("Commission") was declared effective,  providing for the
registration  of  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.

NOTE 5 - 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 September 30, 1999, there were
3,168,000 options outstanding under the plan.

NOTE 6 - 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 to exceed  $10,000  annually.  The
Company  matches 25% of the  employees  contribution  with a three year  vesting
schedule. During the third quarter the company contributed a total of $15,535 to
the plan.

NOTE 7 - 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
and services.  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 the  operations  of Boatracs
Gulfport.  Effective  August 1, 1999, the Company  completed the  acquisition of
Innovative Communications Technologies, Inc. "ICTI" (see Note 3 - Acquisitions).
The   operations  of  ICTI  are  part  of  the   Communications   segment.   The
Communications  segment has exclusive  distribution  rights in the United States
for marine application of the OmniTRACS system of satellite-based  communication
and tracking systems  manufactured by QUALCOMM,  Incorporated  ("QUALCOMM").  In
addition,  the Company's wholly owned  subsidiaries,  Boatracs (Europe) B.V. and
Oceantracs, Inc. have agreements with QUALCOMM's authorized service providers in
Europe and Canada for marine  distribution  of the OmniTRACS  system 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.   ICTI  is  engaged  in  the  design  and
implementation  of  bandwidth  efficient  multimedia  satellite  networks.  ICTI
develops   customized  software  solutions  to  manage  and  allocate  available
satellite  power/bandwidth  resources to optimize a satellite system's lifecycle
costs.

The  Video   Compression   segment   consists  of  the  operations  of  Enerdyne
Technologies,  Inc.  ("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.

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

                                                   Video
                          Communications        Compression/       Consolidated
                          ---------------       Multiplexing       ------------
                                               -------------
       Revenues               $5,987,749        $  3,084,924         $9,072,673
       Income (loss) from
       operations                686,635            (568,866)           117,769
       Interest income            23,570               4,005             27,575
       Interest expense           10,182             580,396            590,578
       Depreciation and
       amortization              320,219           1,438,829          1,759,048
       Total assets          $10,533,549         $28,637,288        $39,170,837

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

                             Nine months ended                Nine months ended
                                  9/30/99                           9/30/98

                                      Long-                           Long-
                                      Lived                           Lived
                         Revenues     Assets            Revenues       Assets

     United States     $7,631,036  $17,233,513        $7,171,001   $18,379,561

     International      1,441,637       74,548           198,689       117,966


                    -------------  -----------       ------------  ------------
     Total             $9,072,673  $17,308,061        $7,369,690   $18,497,527

                    ------------- ------------      ------------- -------------




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

Overview

The Company has two main segments:

         1.  Communications  Systems which  comprises two business units
         (BOATRACS and  Innovative  Communications  Technologies  Inc.
         ("ICTI"))and
         2.  Enerdyne Technologies, Inc. ("ENERDYNE"), a wholly owned subsidiary

In the Communications Systems segment, the Company earns revenues primarily from
three 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)  design  and  implementation  of  bandwidth  efficient   multimedia
satellite networks and satellite communications software.

Enerdyne Technologies, Inc. ("Enerdyne") earns revenue from the development and
sales of video compression products and multiplexing equipment.

Effective  August 1, 1999, the Company  acquired  ICTI, a Maryland  corporation.
ICTI designs and implements bandwidth efficient multi-media satellite networks.

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. and ICTI remain wholly owned subsidiaries of ARCOMS. ARCOMS is
headquartered  in San  Diego,  and has  offices  in Santee,  CA,  Gulfport,  MS,
Gaithersburg, MD 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 continuing
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 September 30, 1999 and 1998

Total revenues for the quarter ended  September 30, 1999,  were  $3,525,890 an
increase of $220,908 or 7% as compared to total revenues of $3,304,982 for the
quarter ended September 30, 1998.

Communications  systems  revenues,  which  consist of revenues  from the sale of
BOATRACS  systems  and  related  software  and in  addition,  two months of ICTI
revenues (see Note 3 -  Acquisitions)  were $1,593,864 or 45% of total revenues,
an increase of $712,321 or 81% compared to $881,543 or 27% of total  revenues in
the third  quarter of 1998.  The  increase  in  communication  systems  revenues
compared  to the same  period of the  prior  year,  includes  ICTI  revenues  of
$1,137,478 for the months of August and September,  1999.  Communication systems
revenues  from the sale of BOATRACS  systems and related  software were $456,386
compared  to  $881,543  in the same  period of the prior  year,  a  decrease  of
$425,157 or 48%.  The  decrease  reflects a decrease  in US and Europe  sales of
BOATRACS units and software.

Data  transmission  and  messaging  revenues  were  $1,190,346  or 34% of  total
revenues,  an increase of $150,858 or 15% compared to $1,039,488 or 31% of total
revenues in the third  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 were $741,680 or 21% of total revenues, a decrease of
$642,271 or 46%  compared to  $1,383,951  or 42% of total  revenues in the prior
comparable  period.  The  decrease  in video  compression  revenues  relates  to
decreased sales in the US market.

Communications  systems expenses were $394,100 or 25% of communications  systems
revenues  for the quarter  ended  September  30, 1999, a decrease of $141,006 or
26%,  compared to  $535,106  which  represented  61% 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
total expense also  includes two months of ICTI's  costs.  The increase in gross
margin to 75% from 39% in the prior year is a combination  of higher margins due
to an increase in the margins of BOATRACS systems from 39% to 47%,  inclusion of
a higher margin for ICTI and an increase in software margins.

Data  transmission  and  messaging   expenses  were  $363,179  or  31%  of  data
transmission and messaging  revenues for the quarter ended September 30, 1999, a
decrease of $145,064 or 29%,  compared to $508,243 which represented 49% of data
transmission and messaging  revenues in the  corresponding  quarter of the prior
year. The dollar  decrease in costs and the increase in gross margin  percentage
in the third  quarter of 1999 of 18% 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 and further price reduction in the second quarter of 1999.

Video compression expenses were $258,384 or 35% of video compression revenues in
the third quarter,  a decrease of $128,414 or 33% compared to $386,798 or 28% of
video compression revenues in the same period of the prior year. The decrease in
expenses  reflects  the  decrease in video  compression  sales.  The decrease in
margin of 7% reflects changes in the mix of products sold.

Selling,  general and  administrative  expenses were  $2,412,362 or 68% of total
revenues for the quarter  ended  September  30, 1999, an increase of $928,435 or
63%, compared to $1,483,927 or 45% of total revenues in the prior  corresponding
quarter.  Of the total expenses for the quarter,  $442,261 relates to two months
expenses of ICTI.  Excluding  ICTI,  the increase is primarily  attributable  to
increases  in general  operating  expenses.  Salary  expenses  increased  due to
additional  employees  in the amount of  $340,644  or 62%,  taxes  increased  by
$100,234,  consulting increased by $22,398 and general office expenses increased
by $46,470.  In addition,  amortization  of goodwill  and a patent  increased by
$126,776 to $571,824 for the three months ended  September  30, 1999 compared to
$445,048 in the prior period and depreciation of property  increased  $15,238 to
$84,433 for the three months ended September 30, 1999 compared to $69,195 in the
same comparable period.

Earnings before interest,  taxes,  depreciation  and  amortization  for the
quarter ended September 30, 1999 were $754,124  compared to $905,151 in the
third quarter of 1998.

Interest  expense in the amount of  $182,689  for the third  quarter of 1999 and
$201,556 in the third quarter of 1998,  primarily  represents  interest on notes
payable issued in connection with the acquisition of Enerdyne on July 7, 1998.

The income tax expense was $190,932 in the third  quarter of 1999  compared to a
income tax  benefit  recorded  in the amount of  $103,846  in the  corresponding
quarter of the prior year. The difference represents the loss of past loss carry
forwards creating income tax expense versus a tax benefit in the prior year. The
income tax benefit  resulted from the amortization of a temporary tax difference
on the life of the Enerdyne  patent and the  utilization of loss carry forwards.


For the nine months ended September 30, 1999 and 1998

Total revenues for the nine months ended September 30, 1999, were $9,072,673, an
increase of  $1,702,983 or 23% as compared to total  revenues of $7,369,690  for
the nine months ended September 30, 1998.

Communications  systems  revenues,  which  consist of revenues  from the sale of
BOATRACS  systems  and  related  software  and in  addition,  two months of ICTI
revenues (see Note 3 - Acquisitions) were $2,587,597 or 29% of total revenues, a
decrease of $646,557 or 20% compared to $3,234,154  or 44% 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 and Europe. During the first nine months of
1998 the  Company  experienced  substantial  sales  resulting  from  legislation
related to the fishing industry in the northeast United States. The decrease was
partially offset by the two months revenues of ICTI in the amount of $1,137,478.

Data  transmission  and  messaging  revenues  were  $3,400,152  or 37% of  total
revenues,  an increase of $648,567 or 24% compared to $2,751,585 or 37% of total
revenues  in the  corresponding  nine 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 were $3,084,924 or 34% of total revenues, an increase
of  $1,700,973  or 123%  compared  to  revenues  of  $1,383,951  or 19% of total
revenues in the same period of the prior year  represent  revenues from Enerdyne
which the Company acquired on July 7, 1998.

Communications systems expenses were $1,033,957 or 40% of communications systems
revenues for the nine months ended September 30, 1999, a decrease of $990,821 or
49%,  compared to $2,024,778  which  represented 63% of  communications  systems
revenues in the corresponding nine months of the prior year. The dollar decrease
in expenses  primarily  reflects the  decrease in  communication  systems  sales
partially offset by the inclusion of ICTI's costs in the amount of $153,025. The
gross  margin on  Boatracs  systems and  related  software  was 39% for the nine
months ended  September 30, 1999 compared to 37% in the same period of the prior
year. The margin includes two months of ICTI.

Data  transmission  and  messaging  expenses  were  $1,138,462  or 34%  of  data
transmission  and  messaging  revenues for the nine months ended  September  30,
1999, a decrease of $327,154 or 22%,  compared to $1,465,616  which  represented
53% of data transmission and messaging revenues in the corresponding nine months
of the prior year.  The dollar  decrease in expenses  and the  increase in gross
margin of 20% is due primarily to a new contract with volume  discounts from the
supplier commencing in the second half of 1998 with additional  reduction in the
second quarter of 1999.

Video  compression  expenses were $1,013,870 for the nine months or 33% of video
compression  revenues,  an increase  of  $627,072 or 162%  compared to the prior
year.  Enerdyne was  purchased on July 7, 1998 and only 3 months of expenses and
revenues are  included in the year to date number for 1998.  The gross margin of
67% for the nine months ended  September  30, 1999 was a decrease of 5% compared
to the gross margin of 72% for the same period in the prior year.

Selling,  general and  administrative  expenses were  $5,768,615 or 64% of total
revenues for the nine months ended September 30, 1999, an increase of $2,666,582
or  86%,  compared  to  $3,102,033  or  42%  of  total  revenues  in  the  prior
corresponding period. Of the total increase, $442,261 relates to the expenses of
ICTI.  The remaining  increase  relates to general  operating  expenses.  Salary
expenses increased due to additional employees in the amount of $937,414 or 69%,
rent increased by $68,509 or 48% due to the relocation to a new corporate office
in July,  1998,  insurance  increased by $70,688 or 74% and travel  increased by
$78,321  or  50%  all  due to  additional  staff  and  expenses  related  to the
acquisition of Enerdyne in July, 1998. In addition, amortization of goodwill and
a patent was $1,519,712 for the nine months ended September 30, 1999 compared to
$487,297 for the nine months ended September 30, 1998.  Depreciation expense was
$239,335 for the nine months ended  September  30, 1999  compared to $141,345 in
the corresponding period of the prior year.

Earnings before interest,  taxes,  depreciation and amortization for the nine
months ended September 30, 1999 were $1,876,816  compared to $1,019,107 for the
nine months ended September 30, 1998.

Interest  expense in the amount of $590,578 for the nine months ended  September
30, 1999 and $201,556 for the nine months ended  September  30, 1998,  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 $32,568  for the nine months
ended  September  30,  1999  represents  the  amortization  of a  temporary  tax
difference on the life of the Enerdyne  patent.  The income tax benefit recorded
for the nine months ended September 30, 1998 was $103,846.

Liquidity and Capital Resources

The Company's cash balance at September 30, 1999 was $1,328,719,  an increase of
$912,358  compared  to the  December  31,  1998 cash  balance  of  $416,361.  At
September  30, 1999,  working  capital was $618,068 an increase of $800,926 from
the  negative  working  capital  of  $182,858  at  December  31,  1998.  Cash of
$1,063,093 was provided by operating activities,  cash of $1,859,509 was used in
investing activities and cash of $1,708,774 was provided by financing activities
in the first nine 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,  subject to change from time to time 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 to 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 September 30, 1999. The promissory note and line of
credit  require that the Company meet certain  covenants.  At September 30, 1999
the Company was in compliance with these covenants.

Accounts  receivable net of an allowance for  uncollectible  accounts  increased
$678,392 to  $2,998,796  at September  30, 1999 from  $2,320,404 at December 31,
1998 due  primarily  to the timing and  decrease  of total sales for the quarter
ended  September  30,  1999.  Property,  net of  accumulated  depreciation,  was
$692,676  at  September  30,  1999,  a decrease  of  $45,661  due  primarily  to
depreciation expense. Patent, net of amortization,  decreased by $843,750 due to
amortization  expense  in the  first  nine  months  of  1999.  Goodwill,  net of
amortization  increased  by  $5,109,119  to  $16,301,252  primarily  due  to the
goodwill recorded in the acquisition of ICTI in the amount of $5,587,211 and was
offset by amortization expense for the nine months ending September 30, 1999.

Accounts  payable  were  $1,181,937  as of September  30,  1999,  an increase of
$113,590  compared to a balance of  $1,068,347  at December  31,  1998.  Accrued
expenses  increased $241,977 at September 30, 1999 to $1,306,970 from $1,064,993
at the same  period of the prior year.  The  increase  is  primarily  due to the
payables  incurred  with the  acquisition  of ICTI offset by a reduction  in the
terms to a major supplier in the second quarter and additional  volume discounts
received which also reduced payables.  Total notes payable (short term plus long
term) in the amount of  $9,060,807  at September 30, 1999 compared to $9,825,177
at year end relates to the promissory  note to a bank entered into December 1998
and notes owing to the  previous  owners of ENERDYNE.  The balance  increased by
$600,000 in the nine months ended September 30, 1999 due to a note issued in the
acquisition of ICTI,  offset by payments during the nine months in the amount or
$1,364,370.

The Company anticipates making capital expenditures in excess of $300,000 during
1999,  excluding  assets  acquired  in  acquisitions.  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.

The Company has  performed an internal  analysis,  completed a summary plan that
identifies all critical  systems,  assessed the compliance  status and a plan to
achieve compliance on non-compliant  systems and has finalized a 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.  All units in operation  have been upgraded to compliance at no
charge to the Company or customers. Only deactivated units remain to be upgraded
when reactivated.

For internally developed products, the software has been upgraded and testing is
complete.  No problems were discovered in the testing phase.  Development  costs
associated  with the upgrade have been included in  operations as incurred.  The
Company has spent a total of $18,500 to date and does not  anticipate  incurring
any further  material  expenses.  Expenses  have been  recorded in operations as
incurred.

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  would also be likely to
affect the Company.  Failure of one or more of the Company  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 September  1999, the Company issued 9,568 shares to a company  employee under
the terms of an Employment  Agreement effective November 1997 and in reliance on
Section 4 (2) of the  Securities  Act of 1933.  The shares  were valued at $3.34
each.

On  September  28, 1999 the Company  issued  1,665,000  shares of the  Company's
common stock valued at  $2.125, which represents a 15% discount from the market
value due to trading  restrictions on the stock, to former  shareholders of ICTI
pursuant to the terms of an Agreement and Plan of  Reorganization in reliance on
Section 4 (2) of the Securities Act of 1933. See note 3 - Acquisitions.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Inapplicable

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

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).

2.1      Agreement of Merger and Plan of Reorganization.  Incorporated by
         reference to the Company's Form 8-K filed with the Securities and
         Exchange Commission on October 7, 1999.

10.30    Employment Agreement with Mohammed G. Abutaleb dated September 28,
         1999 (filed herewith).



<PAGE>






                           EXHIBIT 11

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


                                     Three months ended       Nine months ended
                                         September 30             September 30
                                    1999          1998        1999         1998
                                    ----          ----        ----         ----
Net (loss) income                  ($254)         $296       ($413)        $334
Basic earnings per common share    ($.01)         $.02       ($.02)        $.02
Diluted earnings per common share    n/a          $.01         n/a         $.02
Weighted average common shares
outstanding                       19,029         18,691     18,939       16,810
Weighted average common shares
outstanding assuming              19,029         20,213     18,939       17,727
dilution





<PAGE>


                                 SIGNATURES


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



                                  ADVANCED REMOTE COMMUNICATION SOLUTIONS, Inc.
                                            Registrant


November 12,  1999                     /s/ MICHAEL SILVERMAN
Date                                       MICHAEL SILVERMAN
                                           CHAIRMAN OF THE BOARD



November 12, 1999                     /s/  JOHN O'BRYANT
Date                                       CHIEF FINANCIAL OFFICER