SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

                   For the fiscal year ended December 31, 2000

                             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, 2000 was $4,206,000

State the  aggregate  market  value of the voting  stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked prices of such stock, as of March 21, 2000: . The aggregate market
value  of  the  voting  stock  held  by  non-affiliates  of  the  registrant  is
approximately $230,619 as of March 21, 2001.

     State the number of shares outstanding of each of the registrant's  classes
of common equity as of the latest  practicable  date:  13,720,632  shares of the
registrant's common stock and 720,000 shares of the registrant's preferred stock
are issued and outstanding as of March 21, 2001.

Transitional Small Business Disclosure Format (check one):

Yes [_]        No [X]


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                                TABLE OF CONTENTS

                                     PART I

ITEM 1.      DESCRIPTION OF BUSINESS.........................................  1

ITEM 2.      DESCRIPTION OF PROPERTY.........................................  5

ITEM 3.      LEGAL PROCEEDINGS...............................................  5

ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............  6


                                     PART II

ITEM 5.      MARKET FOR COMMON EQUITY
             AND RELATED STOCKHOLDER MATTERS.................................  6

ITEM 6.      MANAGEMENT'S DISCUSSION
             AND ANALYSIS OF FINANCIAL CONDITION
             AND PLAN OF OPERATION...........................................  7

ITEM 7.      FINANCIAL STATEMENTS............................................  9

ITEM 8.      CHANGES IN AND DISAGREEMENTS WITH
             ACCOUNTANT ON ACCOUNTING FINANCIAL DISCLOSURE................... 10


                                    PART III

ITEM 9.      DIRECTORS, EXECUTIVE OFFICERS,
             PROMOTERS AND CONTROL PERSONS;
             COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT...............  9

ITEM 10.     EXECUTIVE COMPENSATION.......................................... 11

ITEM 11.     SECURITY OWNERSHIP OF CERTAIN
             BENEFICIAL OWNERS AND MANAGEMENT................................ 12

ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................  14

ITEM 13.     EXHIBITS AND REPORTS ON FORM 8-K................................ 14


SIGNATURES..................................................................  16


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PART I

Item 1.   Description of Business

a.   BACKGROUND

     Arc Communications  Inc. is a New Jersey corporation which was incorporated
on October 21, 1992 ( hereinafter  referred to as "Arc" or the  "Company").  Arc
was originally incorporated under the name Arc Slide Technologies Ltd. ("ASTL").

     On August 14, 1996 ASTL acquired Alliance Telecommunications Holding Corp.,
in a transaction accounted for as a reverse acquisition.

     On July 23, 1996 Arc-Mesa  Educators LTD.  ("Arc-Mesa")  was formed for the
purpose of engaging in the business of offering  continuing  education  products
and services.  45 % of Arc-Mesa was initially owned by a wholly owned subsidiary
of Arc. In October 1997,  Arc acquired an  additional 45 % of Arc-Mesa.  In 1998
the remaining 10% was acquired.

     On December  19,  1997,  Arc  acquired  all assets and  liabilities  of The
Navesink  River Group,  Inc.  ("Navesink").  The  acquisition  of Navesink added
marketing  and  public  relations  capability  to Arc's  services.  Prior to the
acquisition  Arc  was  not a  full-service  marketing  organization  as  it  was
primarily  a  boutique  design  firm.  As a  result  of the  acquisition  Arc is
positioned  to  attract a higher  caliber of client by  offering a  full-service
capability. Navesink also contributed a client base that comprises a significant
percentage of Arc's  revenue.  Further,  the principals of Navesink also brought
experienced management.

b.   GENERAL

         Arc  Communications  is an  interactive  design  firm  specializing  in
websites  and CD-ROMs.  Its clients are  national and global  audiences in North
America,   Asia  and  Europe.   Arc  focuses  its  efforts  in  the  healthcare,
pharmaceutical and technology industries.

         Arc's graphic design and interactive  multi-media products use advanced
technologies  to create media for  corporate  communications.  Arc  continues to
expand its business through existing products such as a 3-D animation design and
multimedia presentations.

         Interactive  Sales  Training  Programs  are a  growing  area  of  Arc's
business.  Arc has formed strategic  alliances with large  advertising  agencies
that have major  pharmaceutical  companies as their  clients.  By forming  these
alliances,  Arc's  clients  are able to use  Arc's  expertise  in a  variety  of
interactive  multimedia areas.  Further,  such strategic  alliances enable Arc's
clients to use leading edge  technologies  without  having to incur  substantial
development  costs. The training  programs should have a positive impact on both
revenue  and  results  due to the fact that the  margins on these  products  are
substantially higher than those on Arc's core business.  Arc earns revenues from
Interactive Sales Training  Programs from billing for the creative  development.
The expenses are principally payroll related, purchase costs are insignificant.

         Arc's subsidiary, Arc Mesa Educators Inc. ("Arc  Educators")  is in the
business of providing  continuing  education to a variety  of  professions  with
a primary focus in the medical profession.  By utilizing advanced  technologies,
developed by Arc Educators,  our goal is to provide a quality education combined


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with  a  flexible  learning  environment  that  cannot  be  attained  in a  more
traditional  continuing education program.  Contemporary  professionals  needing
continuing  education  credits are drawn to our programs for their  ease-of-use,
convenience,  price,  as well as the  educational  content and current topics of
interest that can enhance a professional practice.

         Arc   Educators,   develops  and  operates   internet   businesses  and
electronically  publishes interactive educational and reference material for the
medical and dental professions via its website located at http://www.arcmesa.com
(the "Mesa Web Site"),  and provides  continuing  professional  education on the
internet to the medical, dental and funeral director's professions. The Mesa Web
Site provides access to informative courses,  administers state mandated testing
and provides immediate results in a live interactive setting.

         Arc Educators is an approved  provider of continuing  education for the
following:

     o    Physicians,  Physician Assistants,  Radiologic Technicians through the
          Accrededation Council for Continuing Medical Education (ACCME Category
          One accreditation)

     o    Dentists and Dental Hygeniests through an ADA CERP recognized provider
          for Dental Continuing and Academy of General Dentistry

     o    Funeral  Service  Practitioners  through The  Academy of  Professional
          Funeral Service Practitioners

     o    Podiatric Medicine through the Council of Podiatric Medical Education

     o    American Council on Pharmaceutical Educationo

         Arc has the ability to design and create specific websites for a client
and may  operate  such a site if so  desired.  Arc  also  designs  and  develops
interactive  kiosks  and  advertising  and  promotional   materials,   including
packaging  for  retail  products.  Arc's  Web  expertise  has  positioned  it to
effectively transition into a full service integrated, interactive marketing and
communication  company.  Arc's  services are used by its clients to create a new
medium for  advertisement,  promotion and technical  support of such  customer's
products and services.  Web sites can provide commercial  organizations benefits
in addition to those available through conventional media, including the ability
to enhance a corporate brand, engage and entertain  consumers,  provide in-depth
information, reduce selling and operating costs, generate leads and build retail
traffic,  expand distribution channels (otherwise known as e-commerce),  promote
major  sporting  and  entertainment  events and monitor  popularity  of content,
conduct research, and build databases for on-going marketing efforts.

         Arc partners with clients to focus on how new and emerging technologies
can  enable  them to  build  one-on-one  customer  relationships.  Tapping  into
strategic expertise,  media know-how,  creative talent and technical excellence,
Arc guides clients to achieving a favorable  return on investment from Web-based
marketing.

         The scope of our  services  has  ranged  from  consulting  services  to
complete  marketing-driven design and construction of multi-level Web sites. Arc
also offers numerous  integrated  services in addition to those discussed above,
particularly  offline  media  planning  and buying  related  to  identification,
negotiation   for  and  purchase  of  banners,   sponsorship   and   proprietary
partnerships on Web sites.


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<PAGE>

c.   ARC'S STRENGTHS

Focus on Clients' Business Objectives

         Arc has made understanding its clients' business challenges the primary
focus that  guides its  customer  services.  Arc often  works with its  clients'
management  to  determine  how best to  integrate  Web sites  with the  clients'
business goals.

Technological Expertise

         Arc believes the creative  application of leading  technologies is also
crucial to the success of its business.  Arc's technical  programming  personnel
are  skilled  in  various  computer  operating  systems,  tools  and  languages,
including,  C/C++,  Java, HTML, CGI, PERL, Visual Basic,  Shockwave Flash, among
others.  These  programmers  are  responsible  for  providing  complex  computer
programming  for special  features on CD-ROM  products  and Web sites as well as
periodically  assessing  new  technologies  in order  to  identify  and  deploy,
directly and through independent contractors,  those that are most promising for
enhancing Arc's business and that of its clients.

Creative Expertise

         Arc believes  that,  in addition to the creative  elements  required in
traditional graphic design,  superior interactive  development requires that the
end  product  is  easy-to-use,   contains  intuitive   interfaces  and  seamless
integrated  technologies and has an engaging look and feel.  Management believes
that Arc's  creative  staff  possesses  a broad  spectrum of  expertise  to meet
clients'  creative  needs.  In order to maintain high levels of  creativity  and
quality, Arc intends to recruit the best talent available.  However, competition
for creative  personnel is especially intense and there can be no assurance that
Arc will attract or retain adequate  creative talent to accomplish  these goals.
For  a  discussion   regarding   material   risks  faced  by  Arc,   please  see
"COMPETITION."

d.   ARC'S STRATEGY

Capitalize on Accomplishments and Market Opportunities

         Arc believes  that the  proliferation  of the Internet will continue to
provide  substantial  opportunities to Arc and that its  successfully  completed
projects will continue to enhance its marketing  efforts.  Arc's management does
not,  however,  believe  that  Arc's  primary  business  will be  limited to the
Internet.  Arc has the ability to produce  digital  content which may be carried
over  a  variety  of  emerging   technologies  such  as  digital  satellite  and
interactive  television.  Although  there  is no  assurance  that  any of  these
technologies  will  achieve  acceptance  in the  marketplace,  Arc  believes its
services could be utilized over these channels as well.

Deploy Leading Technologies

         One  of  Arc's   objectives  is  to  apply  both  proven  and  emerging
technologies as they become available in order to maximize the  effectiveness of
its Web site services. Arc has formed informal non-exclusive  relationships with
key  technology  providers  in an effort to gain  access to, and  influence  the
features of, their technologies.

e.   MARKETING

         Arc markets its services directly and seeks to form strategic marketing
relationships with third parties.  Presently,  Arc has 5 employees  dedicated to
business  development.  Additionally,  3 of  Arc's  executive  officers  spend a
portion of their time marketing  Arc's  services.  Arc also seeks to attract new


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<PAGE>

clients through other methods,  including  referrals from existing clients.  Arc
seeks to cross-sell its various services to its clients and prospective  clients
through  sales  presentations  that  encourage  clients to utilize  all of Arc's
services.

f.   GOVERNMENT REGULATION

         Arc is not currently  subject to direct  regulation  by any  government
agency, other than regulations applicable to businesses generally, and there are
currently  few laws or  regulations  directly  applicable  to Web  site  service
companies and marketing and communications firms. However, due to the increasing
media  attention  focused on the Internet,  it is possible that a number of laws
and  regulations  may be adopted with respect to the Internet,  covering  issues
such as user privacy,  pricing and  characteristics  and quality of products and
services.  The adoption of any such laws or regulations  may decrease the growth
of the Internet,  which could in turn decrease the demand for Arc's services and
products  and  increase  the  Company's  cost of doing  business or cause Arc to
modify its  operations,  or otherwise have an adverse effect on Arc's  business,
operating  results or financial  condition.  Moreover,  the applicability to the
Internet of existing laws such as property ownership, libel and personal privacy
is uncertain.  Arc cannot predict the impact,  if any, that future regulation or
regulatory  changes may have on its business.  In addition,  Web site developers
such as Arc face potential liability for the actions of clients and others using
their services,  including  liability for infringement of intellectual  property
rights, rights of publicity,  defamation,  libel and criminal activity under the
laws of the U.S. and foreign jurisdictions. Although Arc maintains $2,000,000 of
general liability insurance, and a $2,000,000 umbrella policy, any imposition of
liability in excess of such  policies  limits or if not covered by such policies
could have a material adverse effect on Arc.

g.   COMPETITION

         The  markets  for  Arc's  services  are  highly   competitive  and  are
characterized   by  pressures  to  incorporate  new   technologies,   accelerate
completion schedules and reduce prices. Arc expects competition for its services
to intensify in the future,  partly because there are no substantial barriers to
entry into  Arc's  business.  Arc faces  competition  from a number of  sources,
including   potential   customers   that  perform   interactive   marketing  and
communications  services  and Web  site  development  services  in-house.  These
sources also  include  other Web site service  boutique  firms,  communications,
telephone  and  telecommunications  companies,  computer  hardware  and software
companies  such  as  Microsoft   Corporation  and  Adobe  Systems  Incorporated,
established online service companies,  advertising  agencies,  internet-services
and  access   providers  as  well  as  specialized   and  integrated   marketing
communication  firms.  Many of Arc's  competitors or potential  competitors have
longer  operating  histories,   more  substantial  customer   relationships  and
significantly greater financial, managerial, technological, sales, marketing and
other  resources  than the Company.  Arc also  competes on the basis of creative
reputation,  price, reliability of services and responsiveness.  There can be no
assurance that Arc will be able to compete and its inability to do so would have
a material adverse impact on Arc's business,  financial  condition and operating
results.  Also, for the year ended December 31, 2000, three customers  accounted
for 44% of sales.

h.   EMPLOYEES

         At December 31, 2000, Arc had 27 employees,  of which all are full-time
employees.  Full-time  employees  include  8 in  strategic  planning,  executive
management,  business development; 3 account managers; 5 creative and production
personnel; and 4 programmers, in addition to 7 administrative staff.

Item 2. Description of Property

     The Company maintains its sole corporate offices at 788 Shrewsbury  Avenue,


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Tinton Falls, New Jersey 07724 (the "Office").  The Office is comprised of 7,209
square  feet and is  presently  in the  fourth  year of a five  year  lease at a
monthly rent of $9,011.25  (the  "Lease").  The Company has exercised its option
for five more years  commencing on December 1, 2001. In addition the Company has
added 1,949 square feet of rentable space at a monthly rent of $3,085.92.

Item 3. Legal Proceedings

         No material  legal  proceedings to which the Company (or any officer or
director of the Company,  or any affiliate or owner of record or beneficially of
more than five percent of the Common Stock, to management's  knowledge) is party
or to which the  property  of the  Company is subject  is  pending,  and no such
material proceeding is known by management of the Company to be contemplated.

Item 4. Submission of Matters to a Vote of Security Holders

         No matters  were  submitted to a vote of  security-holders  through the
solicitation  of proxies  or  otherwise  during  the fourth  quarter of the 2000
Fiscal Year.

PART II

Item 5. Market for Common Equity and Related Stockholders Matters

         MARKET.  Since October 21, 1996, the Company's  Common Stock has traded
on the  "OTC-Bulletin  Board.  The Common Stock is presently  trading  under the
symbol "ACOC".

         Since  December 30, 1998,  the  Company's  Class A Preferred  Stock has
traded on the  "OTC-Bulletin  Board".  The Class A Preferred  Stock is presently
trading under the symbol "ACOCP".

         The Following table sets forth the range of high and low bid quotations
for the Company's  Common Stock and Class A Preferred Stock during each calendar
quarter since they began trading,  each of which has been rounded to the nearest
whole cent.

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

SYMBOL            TIME PERIOD                         LOW BID          HIGH BID

ACOC              January 1 - March 31, 1999           1/8              7/8
                  April 1 - June 30, 1999              3/16             9/16
                  July 1 - September 30, 1999          1/8              9/16
                  October 1 - December 31, 1999        3/16             5/8
                  January 1 - March 31, 2000           3/16             2 1/2
                  April 1 - June 30, 2000              1/2              11/4
                  July 1 - September 30, 2000          .44              .81
                  October - December 31, 2000          .03              .31
                  January 1, 2001 - March 21, 2001     .06              .38


ACOCP             January 1 - March 31, 1999           1/8              1 5/8
                  March 31 - June 30, 1999             3/4              1 5/16
                  July 1 - September 30, 1999          1/4              3/4
                  October 1 - December 31, 1999        3/16             3/8
                  January 1 - March 31, 2000           3/16             7/8
                  April 1 - June 30, 2000              1/16             1/8
                  July 1 - September 30, 2000          1/16             .31
                  October 1 - December 31, 2000        .02              .31
                  January 1, 2001 - March 21, 2001     .02              .02


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         The above prices were obtained from the National Quotation Bureau, Inc.
The  quotations  represent  inter-dealer   quotations  without  retail  mark-up,
mark-down or commission, and may not necessarily represent actual transactions.

         OUTSTANDING SHARES AND SHAREHOLDERS OF RECORD. As of December 31, 2000,
13,713,132  shares of Common  Stock  issued and  outstanding  which were held of
record by 266  persons.  As of December 31,  2000,  720,000  shares of preferred
stock issued and outstanding which were held of record by 6 persons.

         DIVIDENDS.  Since  its  inception,  the  Company  has not paid any cash
dividends  on its stock.  There are no  restrictions  currently  in effect which
preclude the Company from  declaring  dividends.  However,  dividends may not be
paid on the Common  Stock while there are  accrued but unpaid  dividends  on the
Class A Preferred Stock: 9% Cumulative, Convertible, Redeemable Preferred Stock.
As of December 31, 2000 accrued but unpaid preferred stock dividends  aggregated
$30,000.00. It is the current intention of the Company to retain any earnings in
the foreseeable future to finance the growth and development of its business and
not pay dividends on the common stock.

         RECENT SALES OF UNREGISTERED SECURITIES.

         From July 1998 though December 1998, the Company  conducted an offering
for a total of 750,000  shares of its Class A Preferred  Stock in  exchange  for
$150,000 in cash and subscriptions  receivable (the "Preferred Offering").  Such
offering was exempted from  registration  under  Section 4(2) of the  Securities
Act.  Subsequently,  30,000  shares were  cancelled  resulting in a reduction of
gross proceeds to $144,000. The Company received net proceeds from the Preferred
Offering of $112,149 after the deduction of expenses amounting to $31,851. Those
expenses  consisted of a 10% consulting  fee,  printing and accounting  fees and
other miscellaneous expenses.  Additionally, the Company issued 50,000 shares of
preferred  stock as payment for certain  offering  cost.  Such  offering was not
underwritten and no officers,  directors or 10% shareholders of the Company were
subscribers.

         In 1999 the Company issued 2,500 shares of common stock for payment for
services rendered regarding the development of database development for Arc Mesa
Educators.

         In January 2000 the Company  issued  10,000  shares of common stock for
payment for the  purchase of the  copyright  for the  Writing and  Speaking  for
Excellence Seminar series.

Item 6. Management's  Discussion and Analysis of Financial Condition and Plan of
        Operation

Years Ended December 31, 2000 and December 31, 1999

         Arc's net sales for the years  ended  December  31,  2000 and 1999 were
$4,206,000  and  $3,629,000  respectively,  an increase of 16 percent.  In Arc's
multi-media  segment,  sales for the years ended December 31, 2000 and 1999 were
$3,183,000  and  $2,975,000  respectively,  an  increase  of 7  percent.  In its
continuing  education  segment,  sales for the years ended December 31, 2000 and
1999 were $1,023,000 and $654,000 respectively, an increase of 56 percent.

         Revenue  growth was driven by an  expanding  revenue base in Arc's core
business of Internet site development,  interactive multi-media development, and
delivering  live  educational  seminars  through  its  continuing   professional
education company, Arc Educators.

         The  increase  in the  multi-media  segment is a result of (1) web site
development revenue increasing $199,000 (or 46 %) as a result of Arc's expansion
into  the  burgeoning  area  of   business-to-business   e-commerce,   (2)  full


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interactive  multi-media  development  increased  $221,000  (or 9%) due to Arc's
expansion into high-level corporate training and, (3) these gains were partially
offset by the anticipated  decline in professional  services revenue of $212,000
(or 78%).

         The  increase  in revenue for  continuing  professional  education,  is
primarily due to the capability of delivering live educational  seminars through
its distance learning company.

         Operating  costs for the years  ended  December  31, 2000 and 1999 were
$745,000 and $580,000  respectively.  The increase is due to the overall revenue
increases realized across Arc's core businesses.

         Selling,  general  and  administrative  expenses  for the  years  ended
December 31, 2000 and 1999 were $3,392,000 and 2,765,000 respectively.  Selling,
general and  administrative  expenses for 2000 increased $627,000 (or 23%). This
increase was  primarily  due to expenses  incurred in the planned  expansion for
providing the live educational  seminars,  relating to the hiring of several key
personnel  to  support  and  develop  this  segment.   Furthermore,   additional
professional  personnel  have been hired to support  the effort to expand  Arc's
multi-media segment.

         Depreciation and amortization expenses for the years ended December 31,
2000 and 1999 were $153,000 and $144,000  respectively,  a slight  increase of 6
percent.

         Net  (loss)  income  for the years  ended  December  31,  2000 and 1999
amounted to  ($100,000)  and  $112,000  respectively.  Increase in costs  beyond
related  revenue  streams  along with  expenses for  expansion  ahead of revenue
streams were the primary  factors for the  decrease in net income.  As a result,
earnings  (loss) per share were  ($0.01)  for the year ended  December  31, 2000
compared to $0.01 for the year ended December 31, 1999.

Liquidity and Capital Resources

         Cash flow  generated by operations for the year ended December 31, 2000
was $271,000.  Positive cash flow from  operating  activities for the year ended
December 31, 2000 was achieved,  due to the significant increases in revenue and
accounts  receivable  collections.  The Company believes that its present client
base will  generate  sufficient  revenue to  maintain  an  appropriate  level of
liquidity for the near term.

         The Company maintains a line of credit of $750,000.  As of December 31,
2000,  $415,000 of the line credit  remains  available for future use subject to
collateral  restrictions.  The Company  utilizes  the line of credit for working
capital.

         Cash flow from  investing  activities  was  negative for the year ended
December 31,  2000.  Net cash used in  investing  activities  for the year ended
December 31, 2000 was $156,000  used for capital  expenditures.  Financing  cash
flows  were used to reduce  the line of credit by  $109,000.

Item 7.  Financial Statements

Please see the attached consolidated financial statements.

Item 8. Changes In and Disagreements with Accountants on Accounting and
        Financial Disclosure.

        None.


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PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons


Name                   Age       Position

Steven H. Meyer        39        Chief Executive Officer, President and Director

Michael Rubel          46        Chief Operating Officer

Kenneth P. Meyer       42        Vice President and Director

Ethel Kaplan           68        Secretary and Director

John Lisovitch         54        Vice President Client Services

Richard Fulton         46        Vice President Sales

Thom Rittenhouse       36        Vice President New Media Services

         The  Board of  Directors  of the  Company  consists  of three  persons.
Directors  serve until the next annual  meeting of  shareholders  or until their
successors  are duly  elected  and  qualified.  Officers  are  elected to serve,
subject to the discretion of the Board of Directors,  until their successors are
appointed.  None of the Directors of the Company hold directorships in any other
public companies.

         STEVEN H. MEYER has served as the Company's Chief Executive Officer and
President  since its  inception.  From 1987 to 1992,  Mr. Meyer  founded and was
employed  by Slide  Effects,  Inc.  Mr.  Meyer  received a Bachelor of Fine Arts
degree from  Syracuse  University  in 1983.  Mr. Meyer is the brother of Kenneth
Meyer who is also an officer and director of the Company.

         MICHAEL RUBEL has served as the Company's Chief Operating Officer since
July of 1998. Mr. Rubel was the  co-founder  and eventually  President and Chief
Executive  Officer of CMP Advertising  ("CMP") from 1976 to 1992. He then formed
The  Navesink  River Group which merged with the  Company.  Mr.  Rubel  received
Bachelor of Science degree in accounting from Fairleigh Dickenson  University in
1975.

         KENNETH P. MEYER has served as the Company's  Vice  President  Creative
Manager  and  Director  since  1993.  Mr.  Meyer was a Vice  President  of Slide
Effects,  Inc. from 1989 to 1993.  Mr. Meyer  attended the University of Florida
from 1976 to 1982  majoring  in Fine Arts.  Mr.  Meyer is the  brother of Steven
Meyer who is also an officer and director of the Company.

         ETHEL KAPLAN has served as the Company's  Secretary and Director  since
1993. Ms. Kaplan was the founder and President of Arc  Technologies,  Inc. ("Arc
Technologies")  from 1989 to 1993. Ms. Kaplan attended  Syracuse  University and
Alfred University.

         JOHN   LISOVITCH  has  served  as  the  Company's   Vice  President  of
Information  Technology  since 1997. Mr. Lisovitch was employed by CMP from 1988
to 1992. He joined with Mr. Rubel to form The Navesink  River Group which merged
with the  Company.  Mr.  Lisovitch  received a degree  from  Pennsylvania  State
University with a Bachelor of Arts degree in Advertising and Journalism in 1968.

         RICK FULTON,  has served as the  Corporation's  Vice President of Sales
since 2000.  Mr. Fulton joined the  Corporation  in 1999 as Director of Internet
Marketing.  He  has  extensive  Internet  management  and  business  development
experience,  and has been  developing  strategy and marketing  solutions for the
Internet since 1995. He is a graduate of the  University of Maryland,  and spent
more than 10 years with Dean Witter and  Merrill  Lynch where he also earned the
coveted CFP (Certified  Financial  Planner)  designation.  Rick is the author of
Secrets of Internet Marketing Pros, a web based publication.

         THOM RITTENHOUSE, has served as the Corporation's Vice President of New
Media Services,  since 2000. Mr. Rittenhouse joined the Corporation in September
1993 as an art director in charge of interactive  multi-media.  Prior to joining
the  Corporation,  Mr.  Rittenhouse  ran his own design firm in New Jersey.  Mr.
Rittenhouse  is  responsible  for  the  Corporation's   expanding  role  in  the
architecture    of    electronic     commerce,     business-to-business,     and
business-to-consumer  web sites as well as the  management  of art directors and
html and java programmers.


                                       10
<PAGE>


Item 10.  Executive Compensation

<TABLE>
<CAPTION>
                                           SUMMARY COMPENSATION TABLE


                                      Annual Compensation                            Long Term Compensation
                                      -------------------                        -----------------------------
                                                                Other Annual      Securities
                                                                Compensa-         Underlying       All Other
Name                       Year       Salary ($)    Bonus         tion ($)         Options        Compensation
---------------            ----       ----------    -----       ------------      ----------      ------------
<S>                        <C>         <C>          <C>         <C>               <C>              <C>
Steven H. Meyer            2000        121,384      none           3,146
                           1999         97,308      none           3,149           75,000(1)          none
                           1998         88,093      none           3,103                              none

Michael Rubel              2000        131,000      none             761
                           1999        125,000      none            none          150,000(2)          none
                           1998        139,031      none            none          150,000(2)          none

Kenneth P. Meyer           2000        121,384      none           6,714
                           1999         97,308      none           6,204           75,000(1)          none
                           1998         88,093      none           6,150                              none

Ethel Kaplan               2000        121,384      none           5,581
                           1999         97,308      none           5,442          150,000(1)          none
                           1998         88,093      none           5,363                              none

John Lisovitch             2000        131,000      none            none           20,000(1)          none
                           1999        124,000      none            none          150,000(1)          none
                           1998        138,031      none            none                              none
</TABLE>


(1)  50% of these options are vested as of December 31, 2000.

(2)  Mr. Rubel holds options to purchase  300,000 shares of the Company's Common
     Stock  pursuant to his employee  Stock Option  Agreement.  Of those 300,000
     options, 187,500 have vested.

Compensation Pursuant To Plans

         Total cash compensation  paid to all executive  officers as a group for
services  provided  to Arc and its  subsidiaries  in all  capacities  during the
fiscal year ended December 31, 2000  aggregated  $642,354.  Set forth below is a
summary  compensation  table prepared in accordance with the applicable rules of
the Securities and Exchange Commission.

                                       11
<PAGE>


OPTIONS OF MANAGEMENT

     Individual Grants for current fiscal year

<TABLE>
<CAPTION>
                    Number of     Percentage of
                    Securities    Total Options
                    Underlying    Granted to
                    Options       Employees in
                    Granted       Fiscal Year in
                                  which Options    Exercise   Expiration
Name                              were Granted     Price      Date
--------------------------------------------------------------------------
<S>                  <C>              <C>          <C>        <C>
John Lisovitch       20,000           10%          $ 0.50     2003
</TABLE>

Item 11.  Security Ownership of Certain Beneficial Owners and Management

Common Stock

         The  following  table sets forth the number of shares of the  Company's
common stock  beneficially owned by each officer and director of the Company and
each  shareholder who holds more than 5% of the outstanding  common stock of the
Company  as of March 21,  2001.  At such date there  were  13,720,632  shares of
common  stock (the  "Common  Stock")  and  720,000  shares of  preferred  stock,
respectively,  issued and outstanding.  Unless specifically indicated otherwise,
all such ownership interests are direct.

<TABLE>
<CAPTION>
Title of Class       Name and Address
Common Stock         of Beneficial Owner                        Amount            Percent of Class
<S>                  <C>                                       <C>                    <C>
                     Ethel Kaplan (1)(2)(12)                   4,624,270              33.7%
                     6 Edwards Point Road
                     Rumson, New Jersey 07760

                     Steven H. Meyer(3)(7)(9)                  2,349,520              17.1%
                     7 Emma Drive
                     Wayside, New Jersey 07712

                     Kenneth P. Meyer(4)(8)(9)                 2,348,187              17.1%
                     7 Wemrock Drive
                     Wayside, New Jersey 07712 2563

                     Michael Rubel(5)(10)                        250,000               1.82%
                     6 Almark Terrace
                     Wayside, New Jersey 07712

                     John Lisovitch(6)(11)                       125,000                .91%
                     75 White Pine Road
                     Columbus, New Jersey 08022
                                                               ----------             ------
                     TOTAL                                     9,696,977               71.0%
</TABLE>

                                       12
<PAGE>


(1)  Does not include  90,000 shares held by three trusts to which Ms. Kaplan as
     custodian under the uniform gift to minors act.

(2)  Ethel Kaplan is a Director and Secretary of the Company.

(3)  Steven Meyer is a Director,  the Chief Executive  Officer and the President
     of the Company.

(4)  Kenneth Meyer is a Director and the Vice President  Creative Manager of the
     Company.

(5)  Michael Rubel is the Company's Chief Operating Officer.

(6)  John Lisovitch is the Information Technology Vice President.

(7)  Includes the option to purchase 75,000 shares of the Company's Common Stock
     pursuant to Mr. Meyer's Stock Option Agreement, 37,500 shares are currently
     vested.

(8)  Includes the option to purchase 75,000 shares of the Company's Common Stock
     pursuant to Mr. Meyer's Stock Option Agreement, 37,500 shares are currently
     vested.

(9)  Kenneth Meyer and Steven Meyer are brothers.

(10) Includes  the option to purchase  300,000  shares of the  Company's  Common
     Stock  pursuant to Mr.  Rubel's  Stock Option  Agreement,150,000shares  are
     currently vested.

(11) Includes  the option to purchase  150,000  shares of the  Company's  Common
     Stock pursuant to Mr. Lisovitch's Stock Option Agreement, 75,000 shares are
     currently vested.

(12) Includes  the option to purchase  150,000  shares of the  Company's  Common
     Stock pursuant to Ms.  Kaplan's Stock Option  Agreement,  75,000 shares are
     currently vested.

SHAREHOLDERS AGREEMENT

         On August 22, 1994,  Steven H. Meyer,  Kenneth P. Meyer,  Ethel Kaplan,
Peter C.  Cosmas  (collectively,  the  "Shareholders"  for the  purposes of this
section) and Arc Slide  Technologies  Ltd.  ("ASTL") entered into a shareholders
agreement  whereby the  Shareholders  agreed to restrict  the  transfer of their
shares of ASTL for the term of such agreement (the "Shareholders Agreement"). In
1997 the  shareholders  received one share of ASTL for every share of Arc.  ASTL
subsequently  changed its name to Arc Communications Inc. Thus, the Shareholders
Agreement  restricts  all transfers of the  Shareholders'  Arc's shares with the
exception of  transfers of their  respective  shares to their  immediate  family
members. Although the Shareholders Agreement has been amended numerous times and
Mr. Cosmas is no longer a party to such  agreement,  such  agreement  remains in
effect between Steven H. Meyer, Kenneth P. Meyer and Ethel Kaplan.

         Mr. Cosmas is a former director of the Company.


                                       13
<PAGE>

Item 12.  Certain Relationships and Related Transactions

         The  Company  was not during the last two years and is not  presently a
party to any transaction  exceeding  $60,000 with any of the following  persons:
(i) any  director  or  executive  officer of the  Company;  (ii) any nominee for
election  as a  director;  (iii)  any  holder  of 5% or more of any class of the
Company's voting securities;  and (iv) any member of the immediate family of any
person in (i),(ii) or (iii) above.

Item 13.  Exhibit and Reports on Form 8-K

(a)  Index to Exhibits

3.1       Certificate of  Incorporation  of Arc Slide  Technologies  Ltd., dated
          October 21, 1992.(1)

3.2       Certificate of Amendment to the  Certificate of  Incorporation  of Arc
          Slide Technologies Ltd., dated August 1, 1994.(1)

3.3       By-laws of Arc Slide Technologies Ltd., adopted August 1, 1994.(1)

3.4       Certificate of Amendment to the  Certificate of  Incorporation  of Arc
          Slide Technologies Ltd., dated October 13, 1997,  changing the name of
          the  corporation  to  Arc  Communication,  Inc.,  and  increasing  the
          authorized common stock to 50,000,000 shares.(1)

3.5       Letter  from  the  Florida  Department  of State  indicating  that the
          Articles of Merger were filed on November 19, 1997.(1)

3.6       Articles of Merger of Arc Communications  Inc., a Florida corporation,
          into its  wholly-owned  subsidiary  Arc  Communications,  Inc.,  a New
          Jersey corporation dated November 21, 1997.(1)

3.7       Certificate  of  Merger  of  Navesink  River  Group  Inc.,   into  Arc
          Communications Inc., dated December 19, 1997.(1)

3.8       Plan of Merger of Navesink River Group Inc.,  into Arc  Communications
          Inc., dated December 19, 1997.(1)

3.9       Unanimous Consent of Directors in Lieu of Special meeting of directors
          of ARC Communications dated July 14, 1998.(1)

3.10      Certificate of Amendment to the  Certificate of  Incorporation  of Arc
          Communications Inc., dated August 31, 1998.(1)

3.11      Certificate of Amendment to the  Certificate of  Incorporation  by the
          Board of  Directors  of Arc  Communications  Inc.  dated  September 1,
          1998.(1)

3.12      Class A Preferred Stock Provisions dated September 15, 1998.(1)

9.1       Shareholders  Agreement  between  Steven H.  Meyer,  Kenneth P. Meyer,
          Ethel Kaplan,  Peter C. Cosmas and Arc Slide Technologies,  Inc. dated
          August 22, 1994.(1)

10.1      $750,000  Promissory  Note  with  Sovereign  Bank,  dated  July 25,
          2000.

10.2      The September 24, 1996 lease between Arc Slide Technologies,  Inc. and
          Robert F.  Reynolds and Pauline  Reynolds for the property  located at
          788 Shrewsbury Avenue, Tinton Falls, New Jersey 07724.

10.3      First  Amendment  to  Lease Agreement dated August 31, 2000 between PR
          Reynolds Co., LLC and ARC Communications, Inc.

21.1      Arc Communications Inc.'s Subsidiaries

27.1      Financial Data Schedule

(1)       Filed as the same encumbered exhibit to a Registration Statement (File
          No. 0-26213) filed on October 5, 1999.

                                       14
<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
------------------------------------
name: Steven H. Meyer
      CEO, President and Director


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


/s/ Kenneth P. Meyer
------------------------------------
name: Kenneth P. Meyer
      Vice President and Director


/s/ Ethel Kaplan
------------------------------------
name: Ethel Kaplan
      Secretary and Director

                                       15