SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

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

                   For the fiscal year ended December 31, 2003

                             ARC COMMUNICATIONS INC.


                 (Name of Small Business Issuer in its charter)


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


         401 Hackensack Avenue, 3rd Floor, Hackensack, New Jersey 07601

                    Issuer's telephone number: (201) 525-1777

           Securities registered under Section 12(b) of the Act: None

                Securities registered under Section 12(g) of the
                                      Act:

(i) Common Stock, $.001 Par Value; and

(ii) Class A Preferred Stock, $.20 Par Value.

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: [_]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-KSB or any
amendment to this Form 10-KSB [_]

The issuer's revenue for the fiscal year ended December 31, 2003 was $762,000.

The aggregate market value of the voting stock held by non-affiliates of the
registrant is approximately $6,065,832 as of March 17, 2004.

State the number of shares outstanding of each of the registrant's classes of
common equity as of the latest practicable date: 34,852,771 shares of the
registrant's common stock and 720,000 shares of the registrant's preferred stock
are issued and outstanding as of March 26, 2004.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):

Yes [_] No [X]


<PAGE>

                                TABLE OF CONTENTS

                                     PART II

ITEM 8A.     CONTROLS AND PROCEDURES ......................................... 1

                                    PART III

ITEM 13.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES
             AND REPORTS ON FORM 8-K ........................................  1

SIGNATURES.................................................................... 2



<PAGE>

                                     PART II

ITEM 8A. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES. As of the end of the period covered by this
report, ARC's management, with the participation of ARC's chief executive
officer and principal financial officer, evaluated the effectiveness of ARC's
disclosure controls and procedures (as such term is defined in Rule 13a-15(e)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")).
Based on such evaluation, ARC's chief executive officer and principal financial
officer have concluded that, as of the end of the period covered by this report,
ARC's disclosure controls and procedures are effective to ensure that the
information required to be disclosed by ARC in the reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Commission's rules and forms, and that
ARC's disclosure controls and procedures are designed to ensure that the
information required to be disclosed by ARC in the reports that it files or
submits under the Exchange Act is accumulated and communicated to ARC's
management, including ARC's chief executive officer and principal financial
officer, as appropriate to allow timely decisions regarding required disclosure.

INTERNAL CONTROL OVER FINANCIAL REPORTING. There have not been any changes in
ARC's internal control over financial reporting (as such term is defined in Rule
13a-15(f) under the Exchange Act) during the last fiscal quarter to which this
report relates that have materially affected, or are reasonably likely to
materially affect, ARC's internal control over financial reporting.

                                    PART III

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) The following Exhibits are filed with this report or incorporated by
reference:

31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for
the Chief Executive Officer

31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for
the Principal Financial Officer

32.1 Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002

32.2 Certification Principal Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002


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<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

ARC COMMUNICATIONS INC.

By: /s/ Aaron Dobrinsky
------------------------------
        Aaron Dobrinsky
        Chief Executive Officer

May 28, 2004

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant, and in the capacities and on the
date indicated.

/s/ Aaron Dobrinsky
------------------------------------
Aaron Dobrinsky
Chief Executive Officer and Director

/s/ Frank Elenio
------------------------------------
Frank Elenio
Chief Financial Officer and Director


/s/ Peter A. Bordes
------------------------------------
Peter A. Bordes
Director

/s/ Steven Meyer
------------------------------------
Steven Meyer
Director

May 28, 2004


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