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, 2002

                             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.)

              788 Shrewsbury Avenue, Tinton Falls, New Jersey 07724

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

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, 2002 was $1,057,000.

The aggregate market value of the voting stock held by non-affiliates of the
registrant is approximately $398,560 as of May 12, 2003.

The number of shares outstanding of the Issuer's common stock as of May 19, 2003
was 14,984,459.

Transitional Small Business Disclosure Format (check one):

Yes [_] No [X]



<PAGE>



Explanatory Note

This Form 10-KSB/A is being filed as Amendment No. 1 to the Form 10-KSB of Arc
Communications Inc. filed with the Securities and Exchange Commission on May 19,
2003 for the purpose of amending Item 9 (i) to add disclosure regarding the
Company's Audit Committee and (ii) to include the Audit Committee Report.

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        With Section 16(a) of the Exchange Act

AUDIT COMMITTEE

The Company has an Audit Committee of the Board of Directors, consisting of an
independent director, the current member of which is Peter A. Bordes, Jr. The
Board of Directors has delegated to the Audit Committee the following principal
duties: (i) reviewing with the independent outside auditors the plans and
results of the audit engagement; (ii) reviewing the adequacy of the internal
accounting controls and procedures; (iii) monitoring and evaluating the
financial statements and financial reporting process; (iv) reviewing the
independence of the auditors; and (v) reviewing the auditors' fees. As
contemplated by the Sarbanes-Oxley Act of 2002 and the rules and regulations
promulgated by the Securities and Exchange Commission thereunder, the Audit
Committee has assumed direct responsibility for the appointment, compensation,
retention and oversight of our independent auditors in accordance with the
timetable established with the Securities and Exchange Commission.

AUDIT COMMITTEE REPORT

Pursuant to rules adopted by the Securities and Exchange Commission designed to
improve disclosures related to the functioning of corporate audit committees and
to enhance the reliability and credibility of financial statements of public
companies, the Audit Committee of our Board of Directors submits the following
report:

                     AUDIT COMMITTEE REPORT TO STOCKHOLDERS

The Audit Committee of the Board of Directors is responsible for providing
independent, objective oversight of our accounting functions and internal
controls. The Audit Committee is composed of one director, who is independent as
defined by the National Association of Securities Dealers' listing standards.
The Audit Committee operates under a written charter approved by the Board of
Directors.

Management is responsible for our internal controls and financial reporting
process. The independent outside auditors are responsible for performing an
independent audit of our consolidated financial statements in accordance with
auditing standards generally accepted in the United States of America and
issuing a report thereon. The Audit Committee's responsibility is to monitor and
oversee these processes.

In connection with these responsibilities, the Audit Committee met with
management and the independent outside auditors to review and discuss the
December 31, 2002 consolidated financial statements. The Audit Committee also
discussed with the independent outside auditors the matters required by
Statement on Auditing Standards No. 61 (Communications with Audit Committees),
as modified and supplemented. The Audit Committee also received written
disclosures and the letter from the independent outside auditors required by
Independence Standards Board Standard No. 1 (Independence Discussions with Audit
Committees), as modified and supplemented, and the Audit Committee discussed the
firm's independence with the independent outside auditors.

Based upon the Audit Committee's discussions with management and the independent
outside auditors as described above, and the Audit Committee's review of the
representations of management and the independent outside auditors, the Audit
Committee recommended that the Board of Directors include the audited
consolidated financial statements in our Annual Report on Form 10-K for the year
ended December 31, 2002 to be filed with the Securities and Exchange Commission.

Respectfully submitted,
THE AUDIT COMMITTEE
Peter A. Bordes, Jr.



<PAGE>




                                   SIGNATURES

In accordance with the 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.





Date:                                           Arc Communications Inc.



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



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/ Steven H. Meyer
------------------------------------
 Steven H. Meyer
 CEO, President and Director


/s/ Michael Rubel
------------------------------------
 Michael Rubel
 Chief Operating Officer, Secretary and Director


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





<PAGE>


                                 CERTIFICATIONS

I, Steven Meyer, Chief Executive Officer, certify that:


1. I have reviewed this amended annual report on Form 10-KSB/A of Arc
Communications Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report.


Date: May ___, 2003

                                                /s/ Steven H. Meyer
                                                --------------------------------
                                                Steven H. Meyer

                                                Chief Executive Officer



<PAGE>


                                 CERTIFICATIONS

I, Michael Rubel, Chief Operating Officer, certify that:


1. I have reviewed this amended annual report on Form 10-KSB/A of Arc
Communications Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report.


Date: May __, 2003

                                                /s/ Michael Rubel
                                                --------------------------------
                                                Michael Rubel
                                                Chief Operating Officer
                                                (principal financial officer)