UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549









FORM 10 - K







(MARK ONE)


x
ANNUAL REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE


ACT OF 1934


For the Fiscal Year Ended December 31, 2010.


OR


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


For the transition period from _______ to _______.





ARC Wireless Solutions, Inc.


(Exact name of registrant as specified in its charter)





Utah


(State or other jurisdiction of incorporation or organization)




000-18122
87-0454148(Commission File Number)
(IRS Employer Identification Number)




6300 North Washington Street, Suite 13


Denver, Colorado, 80216-1146


(Address of principal executive offices including zip code)




(303) 421-4063


(Registrant’s telephone number, including area code)




Securities registered pursuant to Section 12(b) of the Exchange Act:


(None)





Securities registered pursuant to Section 12(g) of the Exchange Act:


$.0005 par value common stock





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.


Yes o         No x





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 13(d) of the Act.


Yes o         No x





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 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 o













Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


Yes o         No x





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained in this form, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. To the best of registrants’ knowledge, there are no disclosures of delinquent filers required in response to Item 405 of Regulation S-K.


Yes o         No x





Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”  and “small reporting company” in Rule 12b-2 of the Exchange Act. (Check one):




Large accelerated filer oAccelerated filer oNon-accelerated filer o Smaller reporting company x




Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).


Yes o         No x





As of June 30, 2010, the last business day of the Registrant’s most recently completed second quarter, the aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $5 million. This calculation is based upon the average of the bid and ask price of $2.78 of the stock on June 30, 2010 as reported by NASDAQ. Without asserting that any director or executive officer of the registrant, or the beneficial owner of more than five percent of the registrant’s common stock, is an affiliate, the shares of which they are the beneficial owners have been deemed to be owned by affiliates solely for this calculation.





The number of shares of the registrant’s $.0005 par value common stock outstanding as of March 25, 2011 was 3,091,350.





DOCUMENTS INCORPORATED BY REFERENCE





None






2
  ARC Wireless Solutions, Inc.


Form 10-K for the Year Ended December 31, 2010





Table of Contents




Page No.PART IItem 1.
Business
4Item 1A.
Risk Factors
9Item 1B.
Unresolved Staff Comments
11Item 2.
Properties
12Item 3.
Legal Proceedings
12Item 4.
Submission of Matters to a Vote of Security Holders
12PART IIItem 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
13Item 6.
Not ApplicableItem 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operation
14Item 8.
Financial Statements and Supplementary Data
18Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
18Item 9A.
Controls and Procedures
18Item 9B.
Other Information
19PART IIIItem 10.
Directors and Executive Officers of the Registrant
20Item 11.
Executive Compensation
27Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
34Item 13.
Certain Relationships and Related Transactions
36Item 14.
Principal Accountant Fees and Services
37PART IVItem 15.
Exhibits, Financial Statement Schedules
38Signatures

40


3





The following discussion is intended to assist you in understanding our business and the results of our operations. It should be read in conjunction with the Consolidated Financial Statements and the related notes that appear elsewhere in this report. Certain statements made in our discussion may be forward looking. Forward-looking statements involve risks and uncertainties, and a number of factors could cause actual results or outcomes to differ materially from our expectations. Unless the context requires otherwise, when we refer to “we,” “us” and “our,” we are describing ARC Wireless Solutions, Inc. and its consolidated subsidiaries on a consolidated basis.





PART I





Item 1.  Business





Overview





Our Company





ARC Wireless Solutions, Inc. (referred to as “ARC Wireless,” the “Company,” “we,” “us” and “our”) is a provider of high quality and cost effective wireless network component and wireless network solutions. We design, develop, manufacture, market and sell a diversified line of antennas and related wireless communication systems, including cellular base station, mobile, cellular, and flat panel antennas. During 2009 and for the first 8 months of 2010 we managed our own China production facility through our wholly-owned subsidiary, ARC Wireless Hong Kong Limited (“ARCHK”). Beginning in September of 2010, the Company streamlined its operations by transitioning the manufacturing of ARC product that was previously produced at our own China production facility to Rainbow Industrial Limited (“RIL”). RIL is wholly owned by an affiliate of Quadrant Management, Inc., which is affiliated with us and our Chief Executive Officer.  The main purpose for this transition was to help simplify our manufacturing accounting procedures.





We were organized under the laws of the State of Utah on September 30, 1987.The Company is and expects to remain a “reporting company.” We will therefore be required to continue to file annual, quarterly and other filings with the U.S. Securities and Exchange Commission (the “SEC”). Members of the public may read and copy any materials which we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Members of the public may obtain additional information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site that contains reports, proxy and information statements, as well as other information regarding issuers that file electronically with the SEC. This site is located at http://www.sec.gov.




Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K (including exhibits and supplementary schedules) and amendments to those reports, filed or furnished under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, are available through a link to the SEC on our website at www.arcwireless.net, as soon as these reports are electronically filed with, or furnished to, the SEC. You may also request a copy of our filings at no cost, by writing or telephoning us at: ARC Wireless Solutions, Inc., 6330 North Washington Street, Denver, CO 80216-1146, phone: 303-421-4063. Our Amended and Restated Code of Ethics, Compensation Committee Charter and Audit Committee Charter are also available on our website.





In 2010 management determined ARCHK, our wholly-owned subsidiary, was no longer necessary and operations were terminated.  ARCHK primarily managed our own China production operations which was no longer required when we transitioned manufacturing to RIL during the third quarter of 2010.





In 2008 management determined it was no longer profitable to operate Starworks Wireless, Inc. (“Starworks”), our wholly-owned subsidiary, and operations were terminated. Starworks specialized in the design, marketing, and distribution of cable in the United States, primarily through original equipment manufacturing (“OEM”s) and third-party distributors, retailers and the Internet.





4





Principal Products





Our principal products include the following:





Flat Panel Antennas





Our flat panel antennas are flat antennas that are used for Wi-Fi® and WiMAXTM and related technologies. The antenna design typically incorporates a group of constituent antennas, all of which are equidistant from the center point. These types of antennas are used to receive and/or transmit data, voice and, in some cases, video from radio transmitters and are used in point-to-point and point-to-multipoint applications. We have developed, patented, and sold various versions of these antennas to private, commercial and governmental entities. We offer several flat panel antenna designs that include frequency bands that are within the 400 MHz to 6 GHz frequency span.





Antenna Accessories





Our antenna accessories primarily consist of enclosures that attach to our integrated antenna product line.  The enclosures are typically used to house active electronics such as a routerboard and RF radio used to complete a network link solution.  These enclosures along with various accessories that go along with the enclosures are mainly sold through our broadband distributors.  In some cases, we design, manufacture and sell custom enclosures to some OEMs.





Global Positioning System (“GPS”) Antennas





We have developed proprietary, GPS antenna systems that integrate with GPS receivers. GPS receivers communicate with a constellation of globe-orbiting satellites that will identify longitude and latitude coordinates of a location. These satellite systems have been used for years by the military, civilian and commercial boats, planes, surveying companies, recreational hikers, and more recently, in vehicle tracking and asset management. We are currently marketing our GPS antenna products on an OEM basis for the purposes of fleet management, asset management, and vehicle tracking systems.





We have also developed proprietary, patented, amplified GPS/Cellular combination antennas that integrate with GPS receivers. We are currently selling this product to fleet and asset management companies on a worldwide basis. Conventional GPS antenna systems are mounted on the exterior of a vehicle or other asset, while our product can be mounted on the interior of an automobile or truck, protecting the antenna from weather, theft, and vandalism.




Cellular Base Station Antennas





Our cellular antenna systems work with several protocols and technologies such as AMPS, GSM, PCS, GPRS, 2.5G and 3G. Our base station antennas have been deployed in some of the AT&T, Telefonica and Qwest mobile phone carrier networks, as well as other carrier networks across the United States and Latin America. We have supplied our base station antenna products both directly to the carriers and through other channels, such as network integrators and distributors. Our base station antenna products have been supplied to Alcatel, Bechtel, General Dynamics, Tessco, Domital and Sprint North Supply.





Other Antennas





We are pursuing many new business opportunities for our antennas by continuing to broaden and adapt existing technologies. We have designed and currently manufacture antennas varying in frequencies up to 6GHz. These antennas use our newly developed antenna designs to provide inconspicuous installation. In most cases, our antennas are designed to be manufactured using our proprietary design footprints. This allows us to better utilize our engineering, technical and production intellectual properties, as well as existing tools, dies and radomes for more than one product.





5





Portable Antennas





Our portable antennas are unique, flexible antenna systems that are used to increase the antenna gain and product performance for a variety of wireless devices. Typically, the product can be connected to a radio or cellular phone or installed either directly in or on a computer or other device. We market two primary portable antenna designs, the Freedom Antenna® and the “Blade” antenna. The Freedom Antenna® is a unique broadband, patented antenna designed to work with cellular phones and other mobile wireless devices in a frequency range of 800 MHz to 3 GHz. The “Blade” Antenna is a smaller more compact design that uses the same patented technology as the Freedom Antenna®. It is a passive device that attaches to cell phones, PDAs, laptop air cards and other devices in the 800 MHz to 3 GHz frequency range and can be used at home or while working or traveling that boosts wireless signals. The main design parameter of our mobile antennas is flexibility; creating an antenna that will function in several wireless applications or installations without requiring modification of the fundamental design of the antenna. We market the portable antenna systems along with our existing commercial wireless products to existing and new customers.





Test Range





We have an antenna test range for the purpose of testing RF antennas with a frequency range up to 6GHz. The antenna test range consists of a Scientific Atlanta Model 2095 Microwave Measurement System and 40 foot indoor anechoic test chamber. From time to time, we may rent the test range to other companies interested in testing the performance of their finished wireless product.





Foreign Sales





Direct export sales to customers outside North America were approximately 26% and 25% of our sales for the fiscal year ended December 31, 2010 and 2009, respectively. In 2010, no one customer located outside of North America accounted for sales of more than 5%.  In 2009, only one customer located outside of North America accounted for sales of more than 5%; this customer accounted for 7% of sales.





Marketing and Distribution




We market our commercial line of antennas directly to distributors, installers, and retailers of antenna accessories. Current distribution consists of several domestic and international distributors. We also market our diversified proprietary designs to our existing and potential customers in the commercial, government and retail market places. Potential customers are identified through trade advertising, phone contacts, trade shows, and field visits. We provide individual catalog and specification brochures describing existing products. The same brochures are utilized to demonstrate our capabilities to develop related products for OEM and other commercial customers. Our www.antennas.com and www.freedomantenna.com websites include information about our products and our www.arcwireless.net website provides background as well as financial and other shareholder-oriented information. The websites, among other things, are designed to encourage both existing and potential customers to view us as a potential source for diversified wireless solutions. Inquiries through the website are pursued by our sales personnel. To help customers get answers quickly about our products, we have established a toll-free telephone number administered by our customer service personnel from 8:00 a.m. to 5:00 p.m. Mountain Time. Many of our products are also marketed internationally. We also have numerous international distributors marketing our products in several countries.




6





Production





During the first two quarters and part of the third quarter of 2010 the majority of our products and components were manufactured at our own facility in China under the supervision of our wholly-owned subsidiary, ARCHK.  During the third quarter of 2010 we transitioned away from our own production facility and began utilizing the manufacturing, product sourcing, and outsourcing services of RIL which is based in China.  We anticipate that a majority of all production of our products and components will continue to be manufactured in China.




Research And Development





Research and development (“R&D”) costs are charged to operations when incurred and are included in operating expenses. Except for salaries of engineering personnel and contract engineering involved in R&D, other R&D costs have not been material in 2010 and 2009. We spent approximately $314 thousand and $430 thousand on R&D in 2010 and 2009, respectively. Our R&D personnel develop products to meet specific customer, industry and market needs that we believe compete effectively against products distributed by other companies. Quality assurance programs are implemented into each development and manufacturing project, and we enforce strict quality requirements on components received from other manufacturing facilities.





Employees





At December 31, 2010, we had 6 full time employees including 2 in sales and customer support, 2 in engineering and product development, and 2 in management and administration. Our employees are not represented by any collective bargaining agreement and we have never experienced a work slowdown or strike.





Competition





The market for wireless network components is highly competitive, and our current and proposed products compete with products of larger companies that are better financed, have established markets, and maintain larger sales organizations and production capabilities. In marketing our products, we have encountered competition from other companies, both domestic and international. At the present time, our market share of the overall wireless network component market is small. Our antenna products are designed to be unique, and in some cases are patented. Our products normally compete with other products principally in the areas of price and performance. However, we believe that our products work as well as or better than competing products and usually sell for the same price or less.





Government Regulations




We are subject to government regulation of our business operations in general, and the telecommunications industry also is subject to regulation by federal, state, and local regulatory and governmental agencies. Under current laws and the regulations administered by the Federal Communications Commission (“FCC”), there are no federal requirements for licensing antennas that only receive (and do not transmit) signals. We believe that our antennas that are also used to transmit signals are in compliance with current laws and regulations. Current laws and regulations are subject to change and our operations may become subject to additional regulation by governmental authorities. We may be significantly impacted by a change in either statutes or rules.





7





Patents





We currently hold 14 U.S. patents, which will remain valid until their individual specific expiration dates. Kevin O. Shoemaker, our former Chief Scientist, is the inventor of record for a patent for a serpentine planar broadband antenna that expires in 2011. In addition, Mr. Shoemaker and Mr. Randall P. Marx, our former Chief Executive Officer, are inventors of record for a patent covering the process used to manufacture certain of our flat planar antennas, which expires in 2016. Mr. Shoemaker is the inventor of record for a patent, which expires in 2018, covering creating antennas from coaxial cable, and Mr. Shoemaker and Mr. Marx are also the inventors of record for a patent for a conformal antenna for a satellite dish, which expires in 2013, as well as for a patent for conformal antenna assemblies, which expires in 2016. Mr. Shoemaker and Mr. Marx each have permanently assigned to us all rights to these patents.





A former employee, David E. McConnell, is the inventor of record for a patent for a coaxial cable connector, which will expire in 2017, all rights to which are owned by the Company. In addition, Dr. Mohamed Sanad, a former Principal Consulting Engineer, is the inventor of record for a patent that was designed for remote wireless metering and that will expire in 2019. He is also the inventor of another patent used for remote wireless metering as well as mobile data collection, which will expire in 2019. Dr. Sanad has permanently assigned to us all of the rights to these patents.





Raymond L. Lovestead, one of our former engineers, is the inventor of record for our low cross-polarization microstrip patch radiator patent, which will expire in 2021. Mr. Lovestead has permanently assigned to the Company all patent and other rights in the products covered by this patent application and all other products that have been developed while employed by us.





Dr. Donald A. Huebner, and Mr. Lovestead are the inventors of record for our Ultra-Broadband Thin Planar antenna patent, which is used for our Freedom Antenna® and will expire in 2022. Dr. Huebner was a former Director of the Company.  Dr. Huebner has permanently assigned to the Company all patent and other rights in the products covered by this utility patent.





Steven C. Olson, our Chief Technology Officer, is the inventor of record for our Partially Shared Antenna Aperture patent, which will expire in 2023.





We have also filed a utility patent application with Mr. Jeffrey A. Godard and Mr. Olson as inventors of record, both of whom have permanently assigned to us all patent and other rights to any commercial products covered by this utility patent application. This patent application for our Microstrip Fed Log antenna has been granted and will expire in 2022.





Mr. Olson is also the inventor for the technology used for our DUALBASETM antenna. Mr. Olson has permanently assigned to us all patent and other rights in the products covered by this utility patent, and all other products that have been and will be developed while employed by us. This patent application for our Omni-Dual Band Antenna & System has been granted and will expire in 2024.





We also have the exclusive commercial licensing rights to the following patents, US6,121,929, US5,905,465, US6,239,751 and US6,414,636.





In addition to the above referenced patents, we have filed one regular patent application in 2010.





We currently have seven trademarks, FREEDOM ANTENNA® EXSITE®, OMNIBASE®, PARITY®, ARC VLPA®, AIRBASE® and FREEDOM BLADE® , that are registered marks with the United States Patent and Trademark Office. We also have in use the following trademarks, , ARC ATLAS, ARC WIRELESS SOLUTIONS, ARC IES, ARC ABS, ARC and an Arc Design for which trademark applications have been filed with the United States Patent and Trademark Office.





We seek to protect our proprietary products, information and technology through reliance on confidentiality provisions, and, when practical, the application of patent, trademark and copyright laws. We cannot assure that these applications will result in the issuance of patents, trademarks, or copyrights of our products, information or technology.





8





Disclosure Regarding Forward-Looking Statements And Risk Factors





Forward-Looking Statements.





This Annual Report on Form 10-K includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this Annual Report, including without limitation under “Item 1: Business  Principal Products”, “Marketing and Distribution”, “Production”, “Research and Development”, “Competition”, “Governmental Regulations” and “Patents”, and “Item 7:  Management’s Discussion and Analysis of Financial Condition and Results of Operation”, regarding our financial position, business strategy, plans and objectives of our management for future operations and capital expenditures, and other matters, other than historical facts, are forward-looking statements.  Although we believe that the expectations reflected in such forward-looking statements and the assumptions upon which the forward-looking statements are based are reasonable, we can give no assurance that such expectations will prove to have been correct.





Additional statements concerning important factors that could cause actual results to differ materially from our expectations are disclosed in the following “Risk Factors” section and elsewhere in this Annual Report. In addition, the words “believe”, “may”, “will”, “when”, “estimate”, “continue”, “anticipate”, “intend”, “expect” and similar expressions, as they relate to us, our business or our management, are intended to identify forward-looking statements.All written and oral forward-looking statements attributable to us or persons acting on our behalf subsequent to the date of this Annual Report are expressly qualified in their entirety by the following Risk Factors:





Item 1A. Risk Factors.





In addition to the other information contained in this Annual Report, the following Risk Factors should be considered when evaluating the forward-looking statements contained in this Annual Report:





We have a history of prior losses and there is no assurance that our operations will be profitable in the future.




From inception through December 31, 2010, we have primarily incurred losses from operations. Profits incurred in certain years were marginal, and we cannot be assured that our operations in the future will be profitable. See the financial statements included in Item 15 of this Annual Report on Form 10-K.




Our industry encounters rapid technological changes, and there is no assurance that our research and development activities can timely lead to new and improved products when the market demands them.




We do business in the wireless communications industries. This industry is characterized by rapidly developing technology. Changes in technology could affect the market for our products and necessitate additional improvements and developments to our products. We cannot predict that our research and development activities will lead to the successful introduction of new or improved products or that we will not encounter delays or problems in these areas. The cost of completing new technologies to satisfy minimum specification requirements and/or quality and delivery expectations may exceed original estimates that could adversely affect operating results during any financial period.




9





We rely on the protection of patents and certain manufacturing practices to protect our product designs and there is no assurance that these measures will be successful.




We attempt to protect our product designs by obtaining patents, when available, and by manufacturing our products in a manner that makes reverse engineering difficult. These protections may not be sufficient to prevent our competitors from developing products that perform in a manner that is similar to or better than our products. Competitors’ successes may result in decreased margins and sales of our products.




We face intense competition in our industry and there is no assurance that we will be able to adequately compete with our larger competitors.




The communications and antenna industries are highly competitive, and we compete with substantially larger companies. These competitors have larger sales forces and more highly developed marketing programs as well as larger administrative staffs and more available service personnel. The larger competitors also have greater financial resources available to develop and market competitive products. The presence of these competitors could significantly affect any attempts to develop our business.




We do not currently have any agreements with any of our vendors, and such vendors could stop manufacturing products for us at any time.





Although we believe that we could locate alternate vendors if any of our vendors terminated their business, our operations could be impacted until alternate vendors are found.





The success of our business is highly dependenton key employees.




We are highly dependent on the services of our executive management, including Steven C. Olson, our Chief Technology Officer. The loss of the services of any of our executive management could have a material adverse effect on us.




We may incur significant costs in complying with new governmental regulations that affect our industry, and this may require us to divert funds we use for the development of our business and product.




We are subject to government regulation of our business operations in general. Certain of our products are subject to regulation by the FCC because they are designed to transmit signals. Because current regulations covering our operations are subject to change at any time, and despite our belief that we are in substantial compliance with government laws and regulations, we may incur significant costs for compliance in the future.




We have not paid any cash dividends with respect to our shares, and it is unlikely that we will pay any cash dividends on our shares in the foreseeable future.




We currently intend that any earnings that we may realize will be retained in the business for further development and expansion.




We have significant sales concentrated in a few customers.





The concentration of our business with a relatively small number of customers may expose us to a material adverse effect if one or more of these large customers were to experience financial difficulty or were to cease being a customer for non-financial related issues. In addition to the potential loss of significant customers, our business is affected by general economic conditions and any extended weakness in the U.S. and the world economy could reduce our business prospects and could cause decreases in our revenues and operating cash flows.





10





The Company may make future acquisitions, which could involve numerous risks, including:





•
diversion of management’s attention;





•
the effect on the Company’s financial statements of the amortization of acquired intangible assets;





•
the cost associated with acquisitions and the integration of acquired operations; and





•
assumption of unknown liabilities, or other unanticipated events or circumstances.





Any of these risks could materially harm our business, financial condition and results of operations. There can be no assurance that any business that we acquire will achieve anticipated revenues or operating results.





Other Risks









•

intense competition, regionally and internationally, including competition from alternative business models, such as manufacturer-to-end-user selling, which may lead to reduced prices, lower sales or reduced sales growth, lower gross margins, extended payment terms with customers, increased capital investment and interest costs, bad debt risks and product supply shortages;•

termination of a supply or services agreement with a major supplier or customer or a significant change in supplier terms or conditions of sale;•

the continuation or worsening of the severe downturn in economic conditions (particularly purchases of technology products) and failure to adjust costs in a timely fashion in response to a sudden decrease in demand;•

losses resulting from significant credit exposure to reseller customers and negative trends in their businesses;•

reductions in credit ratings and/or unavailability of adequate capital;•

failure to attract new sources of business from expansion of products or services or entry into new markets;•

inability to manage future adverse industry trends;•

future periodic assessments required by current or new accounting standards resulting in additional charges;and•

unstable economic and political conditions in China and adverse changes in the economic conditions or government policies in China.





Item 1B. Unresolved Staff Comments





None





11





Item 2. Properties





Our principal offices are located at 6330 North Washington Street, Suite 13, Denver, Colorado 80216-1146 where we lease approximately 5,600 square feet of office space. This lease commenced on August 1, 2010 and expires on July 31, 2011.





For additional information, please see Note 8 to the audited consolidated financial statements included elsewhere in this Form 10-K.





Item 3.  Legal Proceedings





The company and its subsidiaries are involved in various legal proceedings of a nature considered normal in the course of its operations, principally accounts receivable collections. While it is not feasible to predict or determine the final outcome of these proceedings, management has reserved as an allowance for doubtful accounts for that portion of the receivable it estimates will be uncollectible. No material litigation exists at December 31, 2010 or at the date of this report.





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





We held our annual meeting of shareholders on December 8, 2010, and 2,819,086 shares were represented at the meeting. The following are the results of the voting on matters submitted to the shareholders, all of which were approved:





(1)           For election of the following nominees as directors:





For
Against
Withheld
Broker Non-VoteJason T. Young
1,359,477
-
116,765
1,342,844Viktor Nemeth
1,435,402
-
40,840
1,342,844Marco Vega
1,359,469
-
116,773
1,342,844Lynn Wunderman
1,436,410
-
39,832
1,342,844Jonathan Bernstein
1,449,201
-
27,041
1,342,844





(2)           Proposal to ratify the selection of HEIN & Associates, LLP as the Company’s independent registered public accounting firm.





Number of Shares:


For
Against
Withheld
Abstain
Broker Non-Vote2,808,715
1,610
-
8,761
-





12





PART II





Item 5.  Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities





Our common stock was quoted on the OTC Bulletin Board (the “OTCBB”) under the trading symbol “ARCS” until February 11, 2007. On February 12, 2007, our common stock began trading under the symbol “ARCW” on the OTCBB. On April 10, 2007, our common stock ceased trading on the OTCBB, and began trading on the NASDAQ Capital Markets Exchange (the “NASDAQ–CM”). Because trading in our shares is limited, prices can be highly volatile.





The table below represents the high and low closing sales prices of our common stock on the NASDAQ-CM during each of the quarters in the past two fiscal years.





Common Stock




High Sales Price


Low Sales PriceMarch 31, 2009


$3.25



$2.70June 30, 2009


$2.86



$1.84September 30, 2009


$2.75



$1.90December 31, 2009


$2.70



$2.25March 31, 2010


$3.80



$2.31June 30, 2010


$3.17



$2.56September 30, 2010


$2.79



$2.02December 31, 2010


$3.15



$2.58





On December 31, 2010, the closing sales price for our common stock was $2.80 and the approximate number of our shareholders of record was 400. We have not declared or paid any cash dividends on our common stock since our formation and do not presently anticipate paying any cash dividends on our common stock in the foreseeable future.





Recent Sales Of Unregistered Securities





During the years ended December 31, 2010 and 2009, there were no issuances of common stock.





Equity Compensation Plan Information.





Securities authorized for issuance under our equity compensation plans as of December 31, 2010 are as follows:





Equity Compensation Plan Table





Number of securities

to be issued upon

exercise of outstanding

options,

warrants and rights


Weighted average

exercise price of

outstanding options,

warrants and rights


Number of securities

remaining available

for future issuance

under equity

compensation planEquity compensation plans approved by security holders


40,000


$
5.40



260,000Equity compensation plans not approved by security holders


0



-



-Total


40,000


$
5.40



260,000





13





Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations





The following discussion is intended to assist in understanding our business and the results of our operations. It should be read in conjunction with the Consolidated Financial Statements and the related notes that appear elsewhere in this report. Certain statements made in our discussion may be forward looking. Forward-looking statements involve risks and uncertainties and a number of factors could cause actual results or outcomes to differ materially from our expectations. See “Cautionary Statements” at the beginning of this report on Form 10-K for additional discussion of some of these risks and uncertainties. Unless the context requires otherwise, when we refer to “we,” “us” and “our,” we are describing ARC Wireless Solutions, Inc. and its consolidated subsidiaries on a consolidated basis.





Business Overview





We focus on wireless broadband technology related to propagation and optimization. We design and develop antennas that extend the reach of broadband and other wireless networks and that simplify the implementation of those networks. We supply our products to public and private carriers, wireless infrastructure providers, wireless equipment distributors, value added resellers and other original equipment manufacturers. Our strategy is focused on enhancing value for our stockholders by increasing revenues while at the same time reducing our overhead.





Growth in product revenue is dependent both on gaining further traction with current and new customers for the existing product portfolio as well as further acquisitions to support our wireless initiatives. Revenue growth for antenna products is correlated to overall global wireless market growth and a portion of our growth in this market has slowed due to the increasing use of fully integrated product solutions and the current global economic conditions. We continue to focus on keeping our operational and general costs low in order to improve our gross margins until revenues increase.





Specific growth areas are last mile wireless broadband Internet delivered over standards-based solutions such as Worldwide Interoperability for Microwave Access (“WiMAX”), WiFi or vendor specific proprietary solutions; GPS and Mobile SATCOM solutions for network timing, fleet and asset tracking and monitoring; Machine to machine (“M2M”) communications for controlling or monitoring data from devices; and cellular base station antennas to build out or optimize carrier networks. In addition, management is actively involved in evaluating investment alternatives for our cash and cash equivalents of approximately $11.643 million at December 31, 2010.





During the third quarter of 2010, we began utilizing the manufacturing, product sourcing, and outsourcing services of Rainbow Industrial Limited (“RIL”) which is based in China.  RIL is wholly owned by an affiliate of Quadrant Management, Inc., which is affiliated with us and our Chief Executive Officer. We purchase goods and services from RIL valued at approximately $200 thousand per month; however the actual dollar amount can vary significantly with normal fluctuations in business activity.  We use RIL’s services because we believe in doing so it may lower our costs and simplify our internal accounting procedures.




In our 2010 Third Quarter Form 10-Q report, as a Subsequent Event, we announced we sold all of our Raw Material Inventory to RIL in October 2010.  Subsequent to this sale we realized some of the raw material inventory would not be used by RIL within the next few months to produce finished goods and therefore we purchased approximately $30,000 of this ARC China Raw Material inventory back to be held on our books until a later date.  Both the sale and partial re-purchase of some of this Raw Material took place during the fourth quarter of 2010 and did not have a material effect on the net loss.




In the normal course of business we routinely have discussions with various third parties about potential strategic arrangements.  These potential arrangements may include but are not limited to investment opportunities for our cash reserves, investment by third parties in our business, joint ventures, significant manufacturing partnerships, acquisitions, mergers, reverse mergers, spin-offs, or strategic hires of personnel.  Such arrangements may or may not be within our current industry.  Although we have been and will continue to explore several such opportunities, at this time we have not entered into any definitive binding agreements.





14





Financial Condition




At December 31, 2010, we had approximately $11.9 million in working capital, which represents a decrease of approximately $300 thousand from working capital at December 31, 2009 of $12.2 million.





We had total assets of $13 million as of December 31, 2010 as compared with $13.8 million as of December 31, 2009. The decrease of approximately $850 thousand is mostly attributable to cash used to fund operating losses and the reduction of trade payables and accrued expenses.





Liabilities decreased from $1.145 million at December 31, 2009 to $711 thousand at December 31, 2010 primarily as a result of a decrease in trade payables and accrued expenses of $390 thousand.





We have seen a decline in orders from customers, both domestically and internationally as a result of the current economic environment and a market trend towards fully integrated solution products, and we do not expect to see these trends reversing in 2011 but we continue our efforts to acquire new customers.





Management believes that current working capital will be sufficient to allow us to maintain our operations through December 31, 2011 and into the foreseeable future.




Results of Continuing Operations for the Year Ended December 31, 2010 compared to the Year Ended December 31, 2009





Total revenues were $4 million and $4.4 million for the years ended December 31, 2010 and 2009, respectively. The 10% decrease in revenues during the year ended December 31, 2010 compared to the year ended December 31, 2009 is attributable to decreased sales of our Global Positioning Systems (“GPS”) antennas and a slight general decrease in sales across all product lines offset by an increase in 5GHz antenna sales.





Gross profit margins were 36.3% and 32.8% for the years ended December 31, 2010 and 2009, respectively. The increase in gross margin is primarily due to our focus on cutting our operational costs.





Selling, general and administrative expenses (“SG&A”) decreased approximately $500 thousand or 22% to $1.9 million for the year ended December 31, 2010 compared to $2.4 million for the year ended December 31, 2009. SG&A as a percent of total revenues decreased from 56% for the year ended December 31, 2009 to 49% for the year ended December 31, 2010. Salaries and wages, including commissions, remains the largest component of SG&A costs, constituting 29% of the total SG&A costs for the year ended December 31, 2010 and 32.8% for the year ended December 31, 2009.  Other significant costs included in SG&A are related party management fees of $250 thousand, non-employee compensation of $168 thousand and depreciation and amortization of $198 thousand for the year ended December 31, 2010.  Other significant costs included in SG&A are related party management fees of $250 thousand, non-employee compensation of $165 thousand and depreciation and amortization of $219 thousand for the year ended December 31, 2009. The majority of the overall decrease in SG&A is related to reductions in personnel and salary costs and rent expense as compared to the prior year period; we are also continuing our efforts to streamline our operations and reduce our office costs, public company and other administrative expenses.




15





Net interest expense was $3 thousand for the year ended December 31, 2010 compared to $11 thousand for the year ended December 31, 2009. The decrease in interest expense is primarily related to decreased amounts outstanding during the period under our former Credit Facility with Citywide Bank.  Our Credit Facility expired on May 1, 2009 and is no longer outstanding.At December 31, 2010, we had no debt outstanding.





Other income decreased during 2010 to approximately $65 thousand as compared to $102 thousand in 2009. The decline in interest income is primarily due to a decline in our cash balances along with a decline in interest rates on money market funds where a significant portion of the funds are invested.





There is no provision for income taxes for both the year ended December 31, 2010 and 2009, due to our net losses for both periods.




The Company had a net loss from continuing operations of approximately $452 thousand for the year ended December 31, 2010 compared to a net loss from continuing operations of $941 thousand for the year ended December 31, 2009. The primary reasons for the decrease in the net loss in 2010 are: a slight decrease in gross profit and a reduction in SG&A as discussed above.





Results of Discontinued Operations for the Year Ended December 31, 2010 compared to the Year Ended December 31, 2009 (See Note 2, Discontinued Operations for the detailed operating results of the discontinued operations)





Discontinued operations for the years ended December 31, 2010 and 2009 represent the operations of our subsidiary, Starworks.In 2010 there were no revenues or expenses from discontinued operations.  For the year ended December 31, 2009 revenues were only $1 thousand and expenses were $5 thousand resulting in a loss from discontinued operations of $4 thousand for 2009.





Critical Accounting Policies and Estimates





Our significant accounting policies are summarized in Note 1 of our consolidated financial statements set forth in this Annual Report on Form 10-K. The preparation of financial statements requires management to make estimates and assumptions that affect amounts reported therein, including estimates about the effects of matters or future events that are inherently uncertain. Policies determined to be critical are those that have the most significant impact on our financial statements and require management to use a greater degree of judgment and/or estimates. Actual results may differ from these estimates under different assumptions or conditions.





Allowance for doubtful accounts: We continuously monitor payments from our customers and maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. When we evaluate the adequacy of our allowances for doubtful accounts, we take into account various factors including our accounts receivable aging, customer credit-worthiness, historical bad debts, and geographic risk. If the financial condition of our customers was to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. As of December 31, 2010, our net accounts receivable balance was $385 thousand.





Inventory: Inventory is stated at the lower of cost or net realizable value. Cost is based on a first-in, first-out basis. We review net realizable value of inventory in detail on an ongoing basis, with consideration given to deterioration, obsolescence, and other factors. If actual market conditions are less favorable than those projected by management, and our estimates prove to be inaccurate, additional write-downs or adjustments to recognize additional cost of sales may be required. As of December 31, 2010, our inventory balance was $541 thousand.





16




Goodwill and other long-lived assets: We review the value of our long-lived assets, including goodwill, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. As of December 31, 2010, we had $114 thousand of intangible assets remaining on the balance sheet, the value of which we believe is realizable based on market capitalization and estimated future cash flows.





Income Taxes: We account for income taxes pursuant to Accounting Standards Codification (“ASC”) 740, Income Taxes,which utilizes the asset and liability method of computing deferred income taxes. The objective of the asset and liability method is to establish deferred tax assets and liabilities for the temporary differences between the financial  reporting basis and the tax basis of the company’s assets and  liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. The current and deferred tax provision is allocated among members of the consolidated group of the separate income tax return basis. As of December 31, 2010, we recorded a valuation allowance against deferred taxes of $1.8 million. In July 2006, the FASB issued guidance under ASC 740, Income Taxes, which prescribes a recognition threshold and measurement process for recording in the financial statements uncertain tax positions taken or expected to be taken in a tax return. Additionally, ASC 740 provides guidance on the de-recognition, classification, accounting in interim periods and disclosure requirements for uncertain tax positions. Only tax positions that meet the more likely than not recognition threshold at the effective date may be recognized upon adoption of ASC 740.





We adopted ASC 740 as of January 1, 2007. The adoption of ASC 740 did not impact our consolidated financial condition, consolidated results of operations or consolidated cash flows.





On an ongoing basis, management evaluates its estimates and judgments, including those related to allowance for doubtful accounts, inventory valuations, and recoverability of intangible assets, including goodwill. Management bases its estimates and judgments on historical experience and on various other factors that are also believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. However, future events are subject to change and the best estimates and assumptions routinely require adjustment. Our major operating assets are cash, trade and vendor accounts receivable, inventory, property and equipment and intangible assets. At December 31, 2010 we had no reserve for doubtful accounts and we have an inventory reserve of $64 thousand recorded for slow moving and obsolete inventories and physical inventory adjustments. We believe this reserve is adequate at December 31, 2010. We depreciate our property and equipment over their estimated useful lives and we have not identified any items that are impaired.





Recent Accounting Pronouncements




In January 2010, the FASB issued an amendment to the accounting standards related to the disclosures about an entity’s use of fair value measurements. Among these amendments, entities are required to provide separate disclosures about purchases, sales, issuances and settlements relating to the tabular reconciliation of beginning and ending balances of the Level 3 (fair value determined based on significant unobservable inputs) classification and provide greater disaggregation for each class of assets and liabilities that use fair value measurements. The requirement to provide the enhanced disclosures for Level 3 fair value measurements is effective for the Company for interim and annual reporting periods beginning after December 31, 2010. The Company does not expect that the adoption of these new disclosure requirements will have a material impact on its consolidated financial statements.




17





In December 2010, the FASB issued an amendment to the accounting standards related to goodwill which (1) modifies step one of the goodwill impairment test by requiring entities with reporting units that have a zero or negative carrying value to assess, whether it is more likely than not that a goodwill impairment exists and (2) does not prescribe a specific method of calculating the carrying value of a reporting unit in the performance of step one of the goodwill impairment test. Under the requirements of this standard, if the entity concludes that it is more likely than not that a goodwill impairment exists, the entity must perform step two of the goodwill impairment test. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment exists. This standard will become effective for the Company on January 1, 2011 and is not expected to have a material impact on the Company’s consolidated financial statements.




In December 2010, the FASB issued an amendment related to the accounting for business combinations to address diversity in practice about the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. This standard will become effective for the Company on January 1, 2011 and is not expected to have a material impact on the Company’s consolidated financial statements.




Item 8.  Financial Statements and Supplementary Data





Information regarding Financial Statements and Supplementary Data appears on pages F-1 through F-16 under the caption "Consolidated Balance Sheets," "Consolidated Statements of Operations," "Consolidated Statements of Stockholders' Equity," "Consolidated Statements of Cash Flows" and "Notes to Consolidated Financial Statements."





Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure





None





Item 9A.  Controls and Procedures





a)
Disclosure Controls and Procedures.





We have established disclosure controls and procedures to ensure that material information relating to the company is made known to the officers who certify our financial reports and to other members of senior management and the Board of Directors. Based on their evaluation, our principal executive officer and principal financial officer have concluded that disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of December 31, 2010 to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.





Management’s Annual Report on Internal Control Over Financial Reporting





Our management is responsible for establishing and maintaining adequate control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.





Our internal control over financial reporting includes those policies and procedures that:





·
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;·
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and·
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.





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We conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”). Based on this evaluation under the COSO Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2010.





This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.





(b)           Changes in Internal Control over Financial Reporting.





There have been no significant changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2010 that have materially affected, or are reasonably likely to materially affect, our control over financial reporting.





The evaluation of our disclosure controls included a review of whether there were any significant deficiencies in the design or operation of such controls and procedures, material weaknesses in such controls and procedures, any corrective actions taken with regard to such deficiencies and weaknesses and any fraud involving management or other employees with a significant role in such controls and procedures.





Our management does not expect that our disclosure controls and procedures and our internal control over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the controls system are met.  The design of any system of controls is based in part upon assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.





Item 9B. Other Information





None


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  PART III





Item 10.  Directors, Executive Officers and Corporate Governance





Directors and Executive Officers.





Our directors and executive officers are as follows:





Name

Age

Position with the Company

Initial Date as DirectorJason T. Young

32

Chief Executive Officer and Chairman of the Board

Appointed to the Board October 2008Viktor Nemeth

35

Director

Chairman of the Audit Committee Chairman of the Compensation Committee

Appointed to the Board: November 2008Marco Vega

41

Director

Appointed to the Board: November 2008Lynn Wunderman

56

Director

Audit Committee Member

Compensation Committee Member

Appointed to the Board: April 2010Jonathan Bernstein

31

Director

Audit Committee Member

Compensation Committee Member

Appointed to the Board: June 2010Steven C. Olson

54

Chief Technology Officer and Acting Chief Financial Officer





Jason Young. Mr. Young became a Director in October 2008, and he became Chairman of the Board and Chief Executive Officer of the Company in November 2008. Since 2005, Mr. Young has been a Managing Director at Quadrant Management, Inc., where he is responsible for making investments in US and emerging market companies, where he frequently serves in active Management or Director level roles. He has been an Investment Committee Member of the Carret Global India Fund of Hedge Funds since 2005. In 2008 Mr. Young became a member of the Investment Committee of the Vanterra Advantage Fund. From 2000 to 2005, Mr. Young worked for Merrill Lynch in the Investment Banking Group and later in the Global Principal Investment Group. In 1999, he was an Analyst at Helicon Capital Management, a hedge fund and private equity investment firm. He holds a BA in International Economics from UCLA. Because of his employment with Quadrant Management, Inc., which is under common control with the Brean Murray Carret Group, Inc., Mr. Young is deemed to be under control of the Brean Murray Carret Group, Inc.





Director Qualifications:


Mr. Young’s two years of experience as a director and officer of the Company has given Mr. Young an extensive knowledge of the Company and its operations. In addition, Mr. Young’s service as an officer, director and employee of various entities in the investment industry has provided him with extensive knowledge regarding corporate financial and governance matters.





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Steven C. Olson. Mr. Olson serves as our Chief Technology Officer and Acting Chief Financial Officer. Prior to joining the Company in August 2001, Mr. Olson was employed at Ball Aerospace for 14 years, including the last five years as Director of Engineering for Ball's Wireless Communications Solutions Division. In this capacity Mr. Olson led the development of new technologies, resulting in industry leading antenna solutions for the wireless communications market. Before the Ball Wireless Communications unit was formed, Mr. Olson developed Ball's high performance, low cost AirBASE(R) antenna technology, specifically for use in its future commercial wireless business. Prior to Ball Aerospace, Mr. Olson was employed at Hughes Aircraft Group. He received his Bachelors and Masters of Science degrees in Electrical Engineering from the University of Utah in 1984 and 1985, respectively.





Viktor Nemeth. Mr. Nemeth became a Director in November 2008, and he currently serves on the Company's Audit Committee and the Company's Compensation Committee. Between January 2008 and October 2008, Mr. Nemeth served as the Chief Revenue Officer of Bid4Spots.com, Inc., an entity that hosts weekly online auctions of radio airtime to allow advertisers and broadcasters to transact unsold airtime. From March 2000 through December 2007, Mr. Nemeth worked for Yahoo Inc. and predecessor companies Overture Services and GoTo.com in a variety of corporate development, business development, and sales & marketing roles. Mr. Nemeth holds a BA in Business-Economics with a Minor in Accounting from UCLA.





Director Qualifications:


Mr. Nemeth brings expertise to the Board in the areas of Sales and Marketing, Corporate and Business Development, and Organizational Development.  He has advised growing companies on strategic and financial matters in a variety of industries.





Marco Vega. Mr. Vega became a Director in November 2008. Since March 2003, Mr. Vega has been the Chief Operating Officer of Carret Asset Management, LLC, where he is responsible for the accounting, operations and compliance functions of the U.S. Securities and Exchange Commission registered investment advisor. Mr. Vega also assumed the role of Chief Operating Officer for Quadrant Management, Inc. in April 2010. Mr. Vega formerly served as the President of Carret Securities LLC, and he now serves on the Board of Advisors to Brean Murray Carret & Co., LLC, a boutique investment bank. Mr. Vega frequently serves in active management-or director-level roles. Because of his employment by Carret Asset Management, LLC, which is under common control with the Brean Murray Carret Group, Inc., Mr.Vega is deemed to be under control of the Brean Murray Carret Group, Inc. Mr. Vega holds a BS in accounting and an MBA from St. John's University.





Director Qualifications:


Mr. Vega’s experience in the investment industry has provided him with extensive knowledge regarding financial and corporate governance matters.





Lynn Wunderman. Ms. Wunderman became a Director in April of 2010. Ms. Wunderman is a seasoned marketing professional with over 30 years experience in direct marketing, database marketing, communications, consulting and general management. Over the years, she has launched three successful companies, two continuing non-profit organizations, and counseled some of the largest advertisers in the industry.  From 1999 until 2005, she was the President and CEO of I-Behavior. Since 2006 she has served as the Principal of the Wunderman Group. Since 2009, she has also served as the Chairman of Webdweller, a technology start-up.  Ms. Wunderman has served on a number of advisory boards, including Convergent Mobile, Grandparents.com, Permuto, Zadspace and the Hudson Valley Center for Innovation.





Director’s Qualifications:


Ms. Wunderman’s extensive leadership experience as a Chief Executive Officer and Principal of two entities, creation of both for-profit and non-profit organizations, and significant experience on advisory boards has given her valuable insight into the management of diverse entities.





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Jonathan Bernstein.  Mr. Bernstein became a Director in July of 2010.  Mr. Bernstein is currently a Founding Partner and the Managing Member of Blackbern Partners LLC, a Private Investment Partnership. He has held this position since January of 2010. Since November of 2008 Mr. Bernstein has also served as the Vice President for Business Development and Vice Chairman of Corfin Industries LLC, a semiconductor component preparation services company. Prior to these positions, Mr. Bernstein served as a research Associate at Merlin Securities from June to October of 2008, and as an Investment Analyst at Pershing Square Capital Management from June 2004 until June 2006. Mr. Bernstein also serves as the Chairman of Minds Matter of NYC, a not-for-profit organization whose mission is to transform the lives of accomplished high school students from low-income families by broadening their dreams and preparing them for college success. Mr. Bernstein received his MBA from Columbia University and has a degree in electrical engineering from Cornell University.





Director’s Qualifications:


Mr. Bernstein’s experience in the investment industry, and in Corporate and Business Development has provided him with extensive knowledge regarding financial and corporate governance matters.





Board Meetings





The Board of Directors met four times during the fiscal year ended December 31, 2010, and each director serving as of such date participated in 100% of the meetings. The Board of Directors does not maintain a formal policy regarding the manner in which shareholders may communicate with the Board.  The Board intends to adopt such a formal policy in the near future.





The Company encourages each member of the Board of Directors to attend the Annual Meeting of Shareholders, but does not require any member to do so.Two of the directors attended the Company’s last Annual Meeting of Shareholders, held on December 8, 2010.





Board Independence





We are currently subject to corporate governance standards defining the independence of our directors imposed by the NASDAQ Capital Market's requirements for independent directors (Rule 5605(a)(2) of the Marketplace Rules of The NASDAQ Stock Market LLC). Viktor Nemeth, Lynn Wunderman and Jonathan Bernstein qualify as independent directors in accordance with the standards imposed by the NASDAQ Capital Market's requirements for independent directors (Rule 5605(a)(2) of the Marketplace Rules of The NASDAQ Stock Market LLC).





Board Risk Oversight





The Board of Directors has broad responsibility to provide oversight of significant risks to the Company primarily through direct engagement with Company management and through delegation of ongoing risk oversight responsibilities to the Board’s committees.


Board Leadership Structure





The Board of Directors believes that the combined role of Chief Executive Officer and Chairman is most suitable for the Company because Mr. Young is the Director most familiar with the Company’s business, as well as being most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. Independent Directors and management have different perspectives and roles in strategy development. The Chief Executive Officer brings company-specific experience and expertise, while the Company’s independent Directors bring experience, oversight, and expertise from outside the Company and its industry. The Board believes that the combined role of Chief Executive Officer and Chairman promotes the development and execution of the Company’s strategy and facilitates the flow of information between management and the Board, which is essential to effective corporate governance. The Board believes the combined role of Chief Executive Officer and Chairman, together with a Board whose majority of directors are independent, is in the best interest of shareholders because it provides the appropriate balance between independent oversight of management and the development of strategy.





22





Audit Committee of the Board of Directors





Viktor Nemeth, Lynn Wunderman and Jonathan Bernstein are independent directors serving on the Company’s Audit Committee.  The responsibilities of the Audit Committee include overseeing our financial reporting process, reporting the results of the Committee’s activities to the board, retaining and ensuring the independence of our auditors, approving services to be provided by our auditors, reviewing our periodic filings with the independent auditors prior to filing, and reviewing and responding to any matters raised by the independent auditors in their management letter. The Audit Committee met 6 times during fiscal 2010, which was attended by all committee members serving as of such date.  The respective biographies and qualifications of the Audit Committee members are summarized above.





Audit Committee Financial Expert





Jonathan Bernstein has been designated to be the Company’s Audit Committee financial expert.  The biography and qualifications of Mr. Bernstein are summarized above.





Audit Committee Charter





Our Board of Directors has adopted a written charter for the Audit Committee. The Audit Committee will review and assess the adequacy of the Audit Committee charter annually.





Audit Committee Report





Management is responsible for the Company's internal controls and financial reporting process. The independent auditors are responsible for performing an independent audit of the Company's financial statements in accordance with auditing standards generally accepted in the United States of America and to issue a report thereon. The Audit Committee's responsibility is to monitor and oversee these processes and to engage and discharge the Company's auditors. It is not our duty or our responsibility to conduct auditing or accounting reviews or procedures. We may not be, and we may not represent ourselves to be or to serve as, accountants or auditors by profession or experts in the fields of accounting or auditing. Therefore, we have relied, without independent verification, on management's representation that the financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States of America, and on the representations of the independent auditors included in the report on the Company's financial statements. Our oversight does not provide us with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, our considerations and discussions with management and the independent auditors do not assure that the Company's financial statements are presented in accordance with generally accepted accounting principles, that the audit of the Company's financial statements has been carried out in accordance with generally accepted auditing standards, or that the Company's independent accountants are in fact “independent.”





In this context, the Audit Committee has met and held discussions separately with management and the independent accountants. Management represented to the Audit Committee that the Company's financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, and the Audit Committee has reviewed and discussed the financial statements with management and the independent accountants. The Audit Committee discussed with the independent accountants matters required to be discussed by the Statement on Auditing Standards No. 61, Communications with Audit Committees, as currently in effect.





23





The Company's independent accountants also provided to the Audit Committee the written disclosure required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees. The Committee discussed with the independent accountants that firm's independence. No non-audit services were provided by the Company’s independent accountants in the year ended December 31, 2010.





Based on the Audit Committee's discussion with management and the independent accountants, and the Audit Committee's review of the representations of management and the report of the independent accounts to the Audit Committee, the Audit Committee recommended that the Board of Directors include the audited financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission.





Submitted by the Audit Committee of the Company's Board of Directors:




Viktor Nemeth, Chairman

Jonathan Bernstein

Lynn Wunderman




Compensation Committee





The Board of Directors currently has a Compensation Committee consisting of Viktor Nemeth, Lynn Wunderman and Jonathan Bernstein.  Mr. Nemeth serves as the Chairman of the Compensation Committee.  The Compensation Committee has a charter which is located on the Company’s website at www.arcwireless.net. The Compensation Committee held one formal meeting during fiscal 2010, which were attended by all committee members serving as of such date.





Nominating Committee: Nominating Policies and Procedures





The Company does not currently have a standing nominating committee of the Board of Directors because it believes that the nominating functions should be conducted by the full Board of Directors.





On June 30, 2008 the Board of Directors amended and restated its Policies and Procedures for Nominations of Director Candidates (the “Nomination Policies”), that have been in effect since January 1, 2009. Director nominations are made to the Board of Directors by independent directors, constituting a majority of the Board of Directors’ independent directors, in a vote in which only independent directors vote. It is the policy of the Board of Directors that each candidate recommended for nomination and election to the Board (each, a “Nominee”), regardless of whether such Nominee is recommended by a shareholder of the Company, the Board or any other person, shall be approved by a majority of the independent directors of the Board.





In general, the Board believes that certain minimum qualifications must be met by each Nominee for the Board, as well as meeting the applicable independence standards required by the Securities Exchange Commission (the “SEC”) and federal securities laws. The Board believes that Nominees must reflect a Board that is comprised of directors (i) a majority of whom are independent (as determined under the aforementioned SEC director qualification standards); (ii) who are of high integrity; (iii) who have qualifications that will increase the overall effectiveness of the Board; and (iv) who meet other requirements as may be required by applicable rules, such as financial literacy or financial expertise with respect to Audit Committee members. In evaluating the qualifications of the Nominees, the Board considers many factors, including issues of leadership ability, career success, character, judgment, independence, background, age, expertise, diversity and breadth of experience, length of service, other commitments and the like. The Board evaluates such factors, among others, and does not assign any particular weight or priority to any of these factors. Also, the Board considers the suitability of each Nominee, including the current members of the Board, in light of the current size and composition of the Board.





24





Unless and until otherwise subsequently determined by the Board, the number of directors of the Company at any time shall be the number of directors that the Board nominated for election at the most recently-held annual meeting of shareholders, increased by the number of directors, if any, that the Board appointed subsequent to the most recently-held annual meeting of shareholders and also increased by the number of directors, if any, whose term as a director did not expire at the most recently-held annual meeting of shareholders.





The Board shall consider recommendations for Nominees to the Board from shareholders (an “Eligible Shareholder”) holding a minimum of $2,000 in market value, or 1%, of the Company's voting common stock, which stock is held through the date of the meeting electing directors, and which Eligible Shareholder complies with the nomination notice procedures set forth in the Nomination Policies. Nominees recommended by Eligible Shareholders (hereinafter referred to as “Shareholder Candidates”) will be evaluated by the Board on the same basis as Nominees that may be identified by the Board, management or, if the Board permits, a search firm.





For a Shareholder Candidate to be considered by the Board, the Eligible Shareholder and the Shareholder Candidate must comply with the procedures set forth in the Company’s Nomination Policies. Recommendations for Shareholder Candidate(s) to the Board of Directors from an Eligible Shareholder must be directed in writing to ARC Wireless Solutions, Inc., Attn: Executive Vice-President, at the Company's principal offices at 6330 North Washington Street, Unit #13, Denver, CO 80216-1146. The specific recommendations should include the information set forth in the Company’s Nomination Policies.





For a recommendation of a Shareholder Candidate to be properly brought before the Board by an Eligible Shareholder, the Eligible Shareholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, an Eligible Shareholder’s notice must be delivered to the Corporate Secretary not less than one hundred and twenty (120) days prior to the first (1st) anniversary of the preceding year’s annual meeting. In the event that the date of the annual meeting is advanced by more than thirty (30) days or delayed by more than sixty (60) days from the anniversary date of the preceding year’s annual meeting, the notice by the Eligible Shareholder must be delivered not later than the close of business on the later of the sixtieth (60th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such annual meeting is first made.





The Secretary of the Corporation will provide a copy of the Nominating Policies and Procedures upon a request in writing from the Eligible Shareholder.





Regulatory Developments Regarding Nominations





On August 25, 2010, the U.S. Securities and Exchange Commission adopted amendments to enable proxy access.  The new rule promulgated as Rule 14a-11 (the “Rule”) will apply to all Exchange Act reporting companies, including investment companies, other than companies whose only public securities are debt securities. Smaller reporting companies would be subject to the Rule, but it would not apply to them until after a three-year phase in period.  Shareholders would be eligible to have their nominee included in the proxy materials if they meet the following conditions:





·
They own at least 3 percent of the total voting power of the company’s securities that are entitled to be voted on the election of directors at the annual meeting.  Shareholders would be able to aggregate holdings to meet this threshold.


·
Shareholders would be required to have held their shares for at least three years and would be required to continue to own at least the required amount of securities through the date of the meeting at which directors are elected.


·
Shareholders would not be eligible to use the Rule if they are holding the securities for the purpose of changing control of the company, or to gain a number of seats on the board of directors that exceeds the number of nominees a company could be required to include under new Rule 14a-11.





25





A shareholder would be able to include no more than one nominee, or a number of nominees that represents up to 25 percent of the company’s board of directors, whichever is greater.





The new Rule contains a window period for submission of shareholder nominees for inclusion in company proxy materials of no earlier than 150 calendar days, and no later than 120 calendar days, before the anniversary of the date that the company mailed its proxy materials for the prior year’s annual meeting.





The Company is currently a smaller reporting company and therefore the new proxy access Rule will not apply to the Company until after the three-year phase in period.





Section 16(a) Beneficial Ownership Reporting Compliance





Section 16(a) of the Securities Act of 1934, as amended (the “Exchange Act”) requires our directors, executive officers and holders of more than 10% of our common stock to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of common stock and other equity securities of ours. Based solely on our review of the copies of such forms we received, we believe that during the year ended December 31, 2010, all such filing requirements applicable to our officers and directors were complied with, except that reports were filed late by the following persons:





Name

Number of

Late Reports

Transactions

Not Timely Reported

Known Failures to

File a Required

FormJason Young

Chief Executive Officer

Chairman of the Board of Directors

2

2Viktor Nemeth

DirectorMarco Vega

DirectorJavier Baz

Former DirectorAmit Chatwani

Former DirectorLyn Wunderman

DirectorJonathan Bernstein

DirectorPaul Rini

10% ShareholderEvansville Limited

10% shareholderBrean Murray Carret Group, Inc.10% shareholder

2

2





Code of Ethics





The Company endeavors to adhere to provide assurances to outside investors and interested parties that the Company's officers, directors, and employees adhere to a reasonably responsible code of ethics and as such, we have adopted a Code of Ethics, which was amended on November 7, 2006, that applies to all officers, directors and employees of the Company. The Code is posted on the Company’s website at www.arcwireless.net/investor_relations.





26





Corporate Governance Documents





On the Company’s Corporate Governance Web site at www.arcwireless.net/investor_relations, shareholders can access the Company’s Audit Committee Charter, Compensation Committee Charter, and Code of Ethics for members of the Board of Directors and officers. Copies of these documents are available to shareholders without charge upon request to the Corporate Secretary at the Company’s principal address.





Item 11. Executive Compensation





Compensation Discussion and Analysis





This Compensation Discussion and Analysis addresses the aspects of our compensation programs and explains our compensation philosophy, policies, and practices, with respect to our named executive officers, including our chief executive officer, acting chief financial officer, and chief technology officer, which we collectively refer to as our named executive officers, or NEOs.





Oversight of Executive Compensation Program





The Compensation Committee of our Board of Directors oversees our executive compensation programs. Each member of the Compensation Committee is an “independent director” as defined by the federal securities laws and in Rule 5605(a)(2) of the Marketplace Rules of The NASDAQ Stock Market LLC.  The Compensation Committee met one time during 2010. The Compensation Committee is empowered to advise management and make recommendations to the Board of Directors with respect to the compensation and other employment benefits of executive officers and key employees of the Company.  The various components of the compensation programs for executive officers are discussed below in Elements of Executive Compensation Program.





Objectives of Executive Compensation and What the Programs are Designed to Reward





The Company’s executive compensation program is designed to integrate compensation with the achievement of our short-term and long-term business objectives and to assist us in attracting, motivating and retaining the highest quality executive officers and rewarding them for superior performance.





We believe that the compensation of our executive officers should reflect their success in attaining key operating objectives, such as growth or maintenance of market position, development of new products, maintenance and development of customer relationships and long-term competitive advantage. We also believe that executive compensation should reflect achievement of individual goals established for specific executive officers, as well as specific achievements by such individuals over the course of the year such as development of specific products or customer relationships or agreements or executing or integrating acquisitions and strategic arrangements.





Compensation Consultants





In determining competitive levels of compensation, the Compensation Committee considers publicly available information regarding the compensation of executive officers of other comparable U.S. investor-owned companies. The Compensation Committee also considers recommendations made by the CEO regarding compensation for other NEOs and key employees.  Neither the Company nor the Compensation Committee utilized the services of a compensation consultant in the fiscal year ended December 31, 2010, as both the Company and Compensation Committee believed that there was no need for the services of such consultant.





27





Elements of Executive Compensation Program





Compensation elements include:






base salary;
annual cash or equity incentive awards;
long-term equity incentive compensation; and
other health, welfare and pension benefits.





Base Salary





Base salary is designed to provide competitive levels of base compensation to our executives based on their experience, duties and scope of responsibilities.  We pay base salaries because it provides a base compensation that is required to recruit and retain executives of the quality that we must employ to ensure the success of our Company.





Annual Cash or Equity Incentive Awards





Annual incentive compensation is designed to provide competitive levels of compensation based on experience, duties and scope of responsibilities. Incentive awards are influenced by the Company’s profitability and achievement of planned profitability, as well as other factors.





Long-Term Equity Incentive Compensation





Long-term equity awards were granted to our executives from our 1997 Stock Option and Compensation Plan, (“1997 Plan”) until September 2007, when the shareholders of the Company approved the new 2007 Stock Incentive Plan (the “2007 Plan”). The Compensation Committee does not have a regular schedule for awarding equity-based compensation and the timing of such awards is subject to the discretion of the Compensation Committee. We do not backdate options or grant options retroactively or stock options with a so-called “reload” feature. In addition, we do not plan to coordinate grants of options so that they are made before the announcement of favorable information, or after the announcement of unfavorable information.





In 2007, the Compensation Committee issued a stock option award of 40,000 shares to Steve C. Olson, our Chief Technology Officer under the 2007 Plan.  No stock options were issued in 2010 or 2009.





Other Health, Welfare and Retirement Benefits





Health and Welfare Benefits





Employees may participate in our health and welfare benefit programs, including medical, dental and vision care coverage, disability insurance, and life insurance. We provide these benefits to meet the health and welfare needs of employees and their families.





Pension Benefits and Nonqualified Deferred Compensation





We do not currently provide pension arrangements or post-retirement health coverage for our executives or employees, although we may consider such benefits in the future. In addition, we do not provide any nonqualified defined contribution or other deferred compensation plans, although we may consider such benefits in the future.





28





Employment Agreements and Other Post-Employment Payments





Only one NEO, Mr. Steve Olson, is still party to an agreement which provides for salaries and certain bonus payments as well as rights to certain payments upon termination for cause. Mr. Jason T. Young is not party to an employment agreement and has no current compensation arrangement with the Company.





These employment agreements also have change of control provisions that would require payments in the event of termination of employment, which are described in greater detail below.





Tax Implications of Executive Compensation





We do not currently intend to award compensation that would result in a limitation on the deductibility of a portion of such compensation pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended, other than awards that may be exercised under the 1997 Plan or be made under the 2007 Plan; however, we may in the future decide to authorize other compensation in excess of the limits of Section 162(m) if it determines that such compensation is in the best interests of the Company.





Although deductibility of compensation is preferred, tax deductibility is not a primary objective of our compensation programs. We believe that achieving our compensation objectives set forth above is more important than the benefit of tax deductibility and we reserve the right to maintain flexibility in how we compensate our executive officers that may result in limiting the deductibility of amounts of compensation from time to time.





Compensation Committee Report





The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on the review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K.





Viktor Nemeth


Lynn Wunderman


Jonathan Bernstein





Summary Compensation Table for 2010





Name and Principal

Position
Year
Salary

($)
Bonus

($)
Stock

Awards

($)
Option

Awards

($)
Non-Equity

Incentive Plan

Compensation

($)
Change in

Pension

Value and

Nonqualified

Deferred

Compensation

Earnings ($)
All Other

Compensation

($)(2)
Total

($)(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)Jason T. Young,
2010
22,900
-
-
-
-
-
-
22,900Chair, Chief Executive Officer,
2009
25,250
-
-
-
-
-
-
25,250Secretary (1)Steven C. Olson,
2010
215,000
-
-
-
-
-
-
215,000
(3)Chief Technology Officer and
2009
215,000
-
-
-
-
-
-
215,000
(3)Acting Chief Financial Officer




29




(1)
Mr. Young was appointed as a director in October 2008 and was appointed as the Company’s Chairman of the Board and Chief Executive Officer in November 2008. Mr. Young received no compensation as an employee during 2010 and 2009. Mr. Young received $22,900 and $25,250 in fees for his services as a director during 2010 and 2009, respectively.  The Company may compensate Mr. Young in the future.(2)
The amounts in the column titled “All Other Compensation” for 2008 include accrued severance obligations for Randall P. Marx, Monty R. Lamirato, and Richard A. Anderson, who resigned in November 2008. Such payments were made by the Company from November 2008 through May 2009.(3)
Mr. Olson’s salary for the years ended 2010 and 2009 was $215,000 as all compensation was frozen in 2009.





Grants of Plan-Based Awards





Name and Principal Position

Grant

Date

Estimated Future Payouts Under

Equity Incentive Plan Awards

All

Other

Stock

Awards:

Number of

Shares of

Stock or

Units 4

(#)

All Other

Option

Awards:

Number of

Securities

Underlying

Options

(#)

Exercise or

Base Price

of

Option

Awards

($/Sh)


Grant Date

Fair Value

of Awards

($)Threshold

$

Target

$

Maximum

$Jason T. Young, Chair, Chief Executive Officer, Secretary

-

-

-

-

-

-


-


-Steven C. Olson, Chief Technology Officer and Acting Chief Financial Officer

9/21/07

-

-

-

-

40,000
(1)
$
5.40

$
134,000


(1) These options were granted pursuant to the 2007 Stock Incentive Plan.





There were no stock Equity Incentive Plan awards granted to the executive officers with respect to the years ended December 31, 2010 and 2009 other than those noted above. In addition, no options were exercised by the executive officers during the years ended December 31, 2010 and 2009.





30





Outstanding Equity Awards at Fiscal Year-End





The following table sets forth information on outstanding option and stock awards held by the named executive officers as of December 31, 2010, including the number of shares underlying both exercisable and unexercisable portions of each stock option as well as the exercise price and the expiration date of each outstanding option.





Option Award
Stock AwardName
Number

of

Securities

Underlying

Unexercised

Options

(#)

Exercisable

Number

of

Securities

Underlying

Unexercised

Options

(#)

Unexercisable

(1)

Equity

Incentive

Plan

Awards:

Number

of

Securities

Underlying

Unexercised

Unearned

Options

(#)
Option

Exercise

Price

($)
Option

Expiration

Date
Number

of

Shares

or Units

of Stock

That

Have

Not

Vested

(2)(3)
Market

Value

of Shares

or Units

of Stock

That Have

Not

Vested

($)
Equity

Incentive Plan

Awards:

Number of

Unearned

Shares, Units

or Other

Rights That

Have Not

Vested

(#)
Equity

Incentive

Plan Awards:

Market or

Payout Value

of Unearned

Shares, Units

or Other

Rights That

Have Not

Vested

($)(a)
(b)

(c)

(d)
(e)
(f)
(g)
(h)
(i)
(j)Jason T. Young
-

-

-

-
-
-

-Steven C. Olson
32,000
(1)
8,000
(1)
-
$
5.40
9/21/2017
-

-




(1)
These options were granted pursuant to the 2007 Equity Incentive Plan. The options vests at a rate of 20% per year with vesting dates of 12/31/07, 12/31/08, 12/31/09, 12/31/10, 12/31/11. These total 40,000 options are reported in the Summary Compensation and the Grant of Plan Based Awards Table.





Director Compensation for the Year Ended December 31, 2010





The table below summarizes the compensation paid by the Company to directors for the year ended December 31, 2010:


Director Compensation for the Year Ended December 31, 2010





(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)Name(1)
Fees Earned

or

Paid in Cash

($)
Stock

Awards

($) (1)
Option

Awards

($)(2)
Non-Equity

Incentive Plan

Compensation

($)
Change in

Pension Value

and

Nonqualified

Deferred

Compensation

Earnings
All Other

Compensation

($)
Total ($)Jason T. Young
$
22,900
-
-
-
-
-
$
22,900Viktor Nemeth
$
36,700
-
-
-
-
-
$
36,700Marco Vega
$
22,900
-
-
-
-
-
$
22,900Javier Baz (3)
$
20,000
-
-
-
-
-
$
20,000Amit Chatwani (4)
$
10,800
-
-
-
-
-
$
10,800Lynn Wunderman (5)
$
26,000
-
-
-
-
-

26,000Jonathan Bernstein (6)
$
16,700
-
-
-
-
-

16,700





(1)
Reflects the dollar amount recognized and expensed for financial statement reporting purposes for the year ended December 31, 2008 in accordance with FAS 123R, and thus may include amounts from awards granted in and prior to 2009.(2)
Reflects the dollar amount recognized for financial statement reporting purposes for the year ended December 31, 2009 in accordance with FAS 123R, and thus includes amounts from options granted in and prior to 2009.(3)
Mr. Baz resigned from the Board of Directors in June 2010.(4)
Mr. Chatwani resigned from the Board of Directors in March 2010.(5)
Ms. Wunderman was appointed to the Board of Directors in April 2010.(6)
Mr. Bernstein was appointed to the Board of Directors in July 2010.





31





Compensation Committee Interlocks and Insider Participation





No member of the Compensation Committee was an officer or former officer of the Company or had any material relationship or transactions with the Company and no officer of the Company sits on the compensation committee or other body that has the power to establish the compensation of any member of the Compensation Committee.





2007 Stock Incentive Plan





The following paragraphs provide a summary of the principal features of the 2007 Plan and its operation.





Shares Available for Issuance





The 2007 Plan provides that no more than 300,000 shares of our common stock may be issued for awards. If there is any change in the Company’s common stock by reason of any stock exchange, merger, consolidation, reorganization, recapitalization, stock dividend, reclassification, split-up, combination of shares or otherwise, then the Board, or any Option Committee, shall make proportionate adjustments to the maximum number and kind of securities (i) available for issuance under the 2007 Plan; (ii) available for issuance as incentive stock options or non-qualified stock options; (iii) that may be subject to awards received by any participant; (iv) that may be subject to different types of awards; (v) that are subject to any outstanding award; and (vi) the price of each security.





The 2007 Plan provides that shares covered by an award will not count against the shares available for issuance under the 2007 Plan until they are actually issued and delivered to a participant.  If an award granted under the 2007 Plan lapses, expires, terminates or is forfeited, surrendered or canceled without having been fully exercised or without the issuance of all the shares subject to the award, the shares covered by such award will again be available for use under the 2007 Plan.





Eligibility





Awards may be made to any employee, officer, director of the Company and its related companies or other persons who provide services to the Company and its related companies.





Administration





The 2007 Plan is administered by the Option Committee, which shall consist of the Board or a committee of the Board as the Board may from time to time designate.





Types of Awards





Stock Options. The Option Committee may grant, either incentive stock options, which comply with Section 422 of the Internal Revenue Code, or nonqualified stock options. The Option Committee sets option exercise prices and terms, except that the exercise price of an incentive stock option may be no less than 100% of the fair market value of the shares on the date of grant. At the time of grant, the Option Committee in its sole discretion will determine when stock options are exercisable and when they expire, except that the term of a stock option cannot exceed ten years.





Restricted Stock Awards. The Option Committee may grant awards of restricted stock under the 2007 Plan. These shares may be subject to restrictions on transferability, risk of forfeiture and other restrictions as determined by the Option Committee. As a condition to a grant of an award of restricted stock, the Option Committee may require or permit a participant to elect that any cash dividends paid on a share of Restricted Stock be automatically reinvested in additional shares of restricted stock or applied to the purchase of additional awards under the 2007 Plan. Unless otherwise determined by the Option Committee, stock distributed in connection with a stock split or stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as restricted stock with respect to which such stock or other property has been distributed.





32





Restricted Stock Unit Awards. The Option Committee may grant awards of Restricted Stock Units under the 2007 Plan. A “Restricted Stock Unit” is a grant valued in terms of common stock, but common stock is not issued at the time of grant. After participants who receive awards of Restricted Stock Units satisfy applicable vesting requirements, the Company will distribute shares or the cash equivalent of the number of shares used to value the Unit. If the participant does not meet the requirements prior to the end of the vesting period, the Units will be forfeited to the Company. Vesting requirements may be met by the passage of time or by either Company or individual performance. Restricted Stock Units shall be subject to such restrictions (which may include a risk of forfeiture) as determined by the Option Committee, which restrictions may lapse at the expiration of the deferral period or at other times determined by the Option Committee.





Amendment and Termination of the 2007 Plan





The Board of Directors or the Option Committee may amend, alter or discontinue the 2007 Plan, except that if any applicable statute, rule or regulation requires shareholder approval with respect to any amendment of the 2007 Plan, then to the extent so required, shareholder approval will be obtained. No amendment may impair the right of a participant under an outstanding agreement. The 2007 Plan will terminate on August 2, 2017.





Federal Income Tax Consequences





The following is a summary of the material United States federal income tax consequences to us and to recipients of certain awards under the 2007 Plan. The summary is based on the Internal Revenue Code and the U.S. Treasury regulations promulgated thereunder in effect as of the date of this Proxy Statement, all of which may change with retroactive effect. The summary is not intended to be a complete analysis or discussion of all potential tax consequences that may be important to recipients of awards under the 2007 Plan.





Nonqualified Stock Options. A recipient will not have any income at the time a nonqualified stock option is granted, nor will the Company be entitled to a deduction at that time.  When a nonqualified stock option is exercised, the recipient generally will recognize ordinary income (whether the option price is paid in cash or by surrender of shares of Company stock), in an amount equal to the excess of the fair market value of the shares to which the option exercise pertains over the option price.





Incentive Stock Options. A recipient will not have any income at the time an incentive stock option (“ISO”) is granted.  Furthermore, a recipient will not have regular taxable income at the time the ISO is exercised. However, the excess of the fair market value of the shares at the time of exercise over the option price will be a preference item that could create an alternative minimum tax liability for the recipient. If a recipient disposes of the shares acquired on exercise of an ISO after the later of two years after the grant of the ISO or one year after exercise of the ISO, the gain recognized by the recipient (i.e., the excess of the proceeds received over the option price), if any, will be long-term capital gain eligible for favorable tax rates under the Internal Revenue Code. Conversely, if the recipient disposes of the shares within two years of the grant of the ISO or within one year of exercise of the ISO, the disposition will generally be a “disqualifying disposition”, and the recipient will recognize ordinary income in the year of the disqualifying disposition equal to the lesser of (i) the excess of the fair market value of the stock on the date of exercise over the option price and (ii) the excess of the amount received for the shares over the option price. The balance of the gain or loss, if any, will be long-term or short-term capital gain, depending on how long the shares were held.




33





Restricted Stock and Restricted Stock Units. With respect to a grant of restricted stock or Restricted Stock Units, the participant will recognize ordinary income at the time of vesting or payout equal to the fair market value (on the vesting or payout date) of the shares or cash received minus any amount paid. For restricted stock only, a participant instead may elect to be taxed at the time of grant.





The Company generally will be entitled to a tax deduction in connection with an award under the 2007 Plan in an amount equal to the ordinary income realized by a participant at the time the participant recognizes such income, provided that the deduction is not disallowed by Section 162(m) or otherwise limited by the Internal Revenue Code.





In 2007, options to purchase a total of 40,000 shares were granted to an officer at an exercise price of $5.40. No options were granted to in 2010 or 2009 under the 2007 Plan.





Employment Contracts and Termination of Employment and Change-In-Control Arrangements





Effective November 1, 2007, the Company entered into a five year employment agreement with Mr. Steven C. Olson, as President and Chief Technology Officer of the Company’s Wireless Communications Solutions Division. Mr. Olson has been with the Company since 2001. The agreement provides for annual base compensation of $200,000 in 2007, increasing annually to $245,000 in 2011. Mr. Olson shall also be entitled to bonuses ranging from $5,000 to $100,000 annually contingent upon the Wireless Communications Solutions Division achieving certain net income targets. Mr. Olson did not earn a bonus for 2010 or 2009. Mr. Olson also received options to purchase 40,000 shares of our common stock on August 21, 2007. These options vest at a rate of 20% per year with vesting dates of 12/31/07, 12/31/08, 12/31/09, 12/31/10, and 12/31/11.





Mr. Olson’s Employment Agreement has been filed with the U.S. Securities and Exchange Commission as Exhibit 10.3 to the Form 8-K filed on November 8, 2007.  Such Form 8-K, and the Exhibits thereto, are incorporated herein by reference thereto.  Such Form 8-K and Mr. Olson’s Employment Agreement are publicly available at the U.S. Securities and Exchange Commission’s website www.sec.gov.





We have no compensatory plan or arrangement that results or will result from the resignation, retirement, or any other termination of an executive officer’s employment with us or from a change-in-control or a change in an executive officer’s responsibilities following a change-in-control, except that the 2007 Stock Incentive Plan provides for vesting of all outstanding options in the event of the occurrence of a change-in-control.





Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters





The number of shares beneficially owned includes shares of Common Stock with respect to which the persons named below have either investment or voting power. A person is also deemed to be the beneficial owner of a security if that person has the right to acquire beneficial ownership of that security within 60 days through the exercise of an option or through the conversion of another security. Except as noted, each beneficial owner has sole investment and voting power with respect to the Common Stock.





Common Stock not outstanding that is subject to options or other convertible securities or rights is deemed to be outstanding for the purpose of computing the percentage of Common Stock beneficially owned by the person holding such options or other convertible securities or rights, but is not deemed to be outstanding for the purpose of computing the percentage of Common Stock beneficially owned by any other person.





The following table summarizes certain information as of January 31, 2011, except as noted below, with respect to the beneficial ownership of our common stock by each director, director-nominee, by all executive officers, directors and director-nominees as a group, and by each other person known by us to be the beneficial owner of more than five percent of our common stock. As of January 31, 2011, 3,091,350 shares of our Common Stock were issued and outstanding.




34





Name and Address of Beneficial Owner

Number of Shares

Beneficially Owned (1)

Percent of ClassJason Young, Chief Executive Officer and Chairman of the Board

ARC Wireless Solutions, Inc.

6330 North Washington Street, Unit #13

Denver, CO 80216-1146

683,936
(2)(8)
22.1
%Brean Murray Carret Group, Inc.

40 West 57th Street, 20th Floor

New York, NY  10019

683,936
(3)(8)
22.1
%Paul J. Rini

7376 Johnnycake Rd

Mentor, Ohio 44060

484,488
(4)
15.6
%U.S. Government

461,031
(5)
14.9
%Randall P. Marx

ARC Wireless Solutions, Inc.

6330 North Washington Street, Unit #13

Denver, CO 80216-1146

165,185
(5)
5.3
%Steven C. Olson, Chief Technology Officer and

Acting Chief Financial Officer

ARC Wireless Solutions, Inc.

6330 North Washington Street, Unit #13

Denver, CO 80216-1146

33,751
(6)
*Marco Vega, Director

ARC Wireless Solutions, Inc.

6330 North Washington Street, Unit #13

Denver, CO 80216-1146

0

*Lynn Wunderman, Director

ARC Wireless Solutions, Inc.

6330 North Washington Street, Unit #13

Denver, CO 80216-1146

0

*Jonathan Bernstein, Director

ARC Wireless Solutions, Inc.

6330 North Washington Street, Unit #13

Denver, CO 80216-1146

0

*Viktor Nemeth, Director

ARC Wireless Solutions, Inc.

6330 North Washington Street, Unit #13

Denver, CO 80216-1146

0

*All officers, directors and director-nominees as a group (6 persons)

717,687
(2)(3)(8)
23.5
%





* Less than one percent.




35





(1)
“Beneficial ownership” is defined in the regulations promulgated by the U.S. Securities and Exchange Commission as having or sharing, directly or indirectly (1) voting power, which includes the power to vote or to direct the voting, or (2) investment power, which includes the power to dispose or to direct the disposition, of shares of the common stock of an issuer. The definition of beneficial ownership includes shares underlying options or warrants to purchase common stock, or other securities convertible into common stock, that currently are exercisable or convertible or that will become exercisable or convertible within 60 days. Unless otherwise indicated, the beneficial owner has sole voting and investment power.(2)
Consists of 683,936 shares beneficially owned by the Brean Murray Carret Group, Inc. Mr. Young, the Company's Chief Executive Officer and Chairman of the Board, serves as a representative of Brean Murray Carret Group, Inc., and he is deemed to share voting and investment power over the shares beneficially owned by the Brean Murray Carret Group, Inc.(3)
Consists of 683,936 shares beneficially owned by Brean Murray Carret Group, Inc. Mr. Young, the Company's Chief Executive Officer and Chairman of the Board, serves as a representative of Brean Murray Carret Group, Inc. and he holds voting and investment power over these shares on behalf of the Brean Murray Carret Group, Inc.(4)
Consists of shares owned by Mr. Paul J. Rini as of December 31, 2010.(5)
These shares are owned by U.S. Government in connection with a shareholder matter unrelated to the Company.  The Company has been advised that the U.S. Government intends to dispose of these shares during the foreseeable future.(6)
Includes 163,816 shares directly held by Randall Marx, the Company's former Chief Executive Officer and Chairman of the Board, 800 shares held by his spouse's IRA and 570 shares owned beneficially through a 50% ownership of an LLC. This does not include 2,170 shares owned by the Harold and Theora Marx Living Trust, of which Mr. Marx's father is the trustee, as Mr. Marx disclaims beneficial ownership of these shares. This also does not include 3,100 shares owned by Warren E. Spencer Living Trust, of which Mr. Marx's mother-in-law is trustee, as Mr. Marx disclaims beneficial ownership of these shares.(7)
Consists of 1,751 shares in Mr. Olson's ARC Wireless 401(k) account and options to purchase 32,000 shares at $5.41 per share until September 21, 2017, granted under the 2007 Stock Incentive Plan which are currently exercisable.(8)
The shares owned by Brean Murray Carret Group, Inc. are included three times in the table in accordance with the rules governing disclosure of beneficial ownership. In addition to being shown as owned by Brean Murray Carret Group, Inc., these same shares are included as being within the scope of the definition of beneficial ownership of Jason Young and by all officers and directors as a group.





Item 13. Certain Relationships and Related Transactions and Director Independence





Certain Transactions with Management and Principal Shareholders





We do not employ specific written procedures for the review, approval or ratification of related party transactions involving our directors, officers and employees or their family members, but we consider such transactions on a case-by-case basis.





On January 23, 2009 we entered into a financial advisory engagement (the “Agreement”) with Quadrant Management, Inc. (the “Advisor”). Quadrant Management, Inc. is under common control with Brean Murray Carret Group, Inc., an entity that beneficially owns 683,936, or 22.1%, of the Company's common stock. Mr. Young, the Company’s current Chief Executive Officer, has been a Managing Director at Quadrant Management, Inc. since 2005, where he is responsible for making investments in US and emerging market companies, and where he frequently serves in active management- or director-level roles.





Pursuant to the Agreement, the Advisor will provide the Company financial advisory and business consulting services, including restructuring services.





In consideration for the restructuring services provided by the Advisor since November 2008 and for the ongoing services to be provided, the Company will pay the following: 1) an initial cash fee of $250,000 upon signing the Agreement; 2) an annual fee of the greater of (i) $250,000, or (ii) 20% of any increase in reported earnings before interest, taxes, depreciation and amortization after adjusting for one-time and non-recurring items (“EBITDA”) for the current financial year over preceding year, or (iii) 20% of reported EBITDA for the current financial year; and 3) all reasonable out-of-pocket expenses incurred by Advisor in performing services under the Agreement.





36





The Agreement will expire on December 31, 2013.





The Company utilizes the manufacturing, product sourcing, and outsourcing services of Rainbow Industrial Limited (“RIL”) which is based in China.  RIL is wholly owned by an affiliate of Quadrant Management, Inc., which is affiliated with the Company and its Chief Executive Officer as described above. The Company purchases goods and services from RIL valued at approximately $200,000 per month, however the actual dollar amount can vary significantly with normal fluctuations in business activity. RIL has advised the Company that it is providing these goods and services to the Company at or near cost and that RIL does not expect to make any material profit from such transactions.   The Company uses RIL because it believes doing so lowers its costs and simplifies its internal accounting procedures.





Except as set forth herein, during the fiscal year ended December 31, 2010 and during the interim period since the end of fiscal year 2010, there were no transactions between the Company and its directors, executive officers or known holders of greater than five percent of the Company's Common Stock in which the amount involved exceeded $120,000 and in which any of the foregoing persons had or will have a direct or indirect material interest.





Item 14. Principal Accounting Fees and Services





Audit Fees





The Audit Committee reviews and determines whether specific projects or expenditures with our independent registered public accounting firm (auditor), Hein & Associates LLP potentially affect their independence. The Audit Committee’s policy requires that all services the Company's independent registered public accounting firm (auditor) may provide to the Company, including audit services and permitted audit-related services, be pre-approved in advance by the Audit Committee. In the event that an audit or non-audit service requires approval prior to the next scheduled meeting of the Audit Committee, the auditor must contact the Chairman of the Audit Committee to obtain such approval. Any approval will be reported to the Audit Committee at its next scheduled meeting.





The following table sets forth the aggregate fees billed to us for the years ended December 31, 2010, 2009 and 2008:





2010


2009


2008Audit fees

$
53,075
(1)

$
63,850
(1)

$
91,000
(1)Audit-related fees


-
(2)


—
(2)


—
(2)Tax fees

$
5,000
(3)

$
5,000
(3)


18,000
(3)All other fees


-



-



—Total audit and non-audit fees

$
58,075


$
68,850


$
109,000





(1)
Includes fees for professional services rendered for the audit of our annual financial statements and review of our Annual Report on Form 10-K for the year 2010, 2009 and 2008 and for reviews of the financial statements included in our quarterly reports on Form 10-Q for the first three quarters of fiscal 2010, 2009 and 2008 and related SEC registration statements.





(2)
Includes fees billed for professional services rendered in fiscal 2010, 2009 and 2008, in connection with acquisition planning and due diligence.





(3)
Includes fees billed for professional services rendered in fiscal 2010, 2009 and 2008, in connection with tax compliance (including U.S. federal and state returns) and tax consulting.





37





PART IV





Item 15.  Exhibits, Financial Statement Schedules





(a) The following documents are filed as a part of this report:





(1) Financial Statements




Report of Independent Registered Public Accounting Firm
F-1Consolidated Balance Sheets at December 31, 20010 and 2009
F-2Consolidated Statements of Operations for the Years Ended December 31, 2010 and 2009
F-3Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2010 and 2009
F-4Consolidated Statements of Cash Flows for the Years Ended December 31, 2010 and 2009
F-5Notes to Consolidated Financial Statements
F-6


(2) Financial Statement Schedules





Schedule II





Consolidated Valuation Accounts (in thousands):





Balance,

Beginning of Year


Charges to Cost

and Expenses


Write-offs,

Net of Recoveries


Balance,

End of YearAllowance for Doubtful AccountsYears Ended December 31,2010

$
3






(3
)

$
-2009

$
460



(1
)


(456
)

$
3




Balance,

Beginning of Year


Charges to Cost

and Expenses


Write-offs


Balance,

End of YearInventory ValuationYears Ended December 31,2010

$
61



3





$
642009

$
-



61



-


$
61





38





(3) Exhibits.





EXHIBIT INDEX




Exhibit Number
Description3.1
Amended and Restated Articles of Incorporation dated October 11, 2000 (1)3.2
Bylaws of the Company as amended and restated on March 25, 1998 (2)10.1
Agreement between and among Winncom Technologies Inc., Winncom Technologies Corp. and the Company dated May 24, 2000 (3)10.2
Stock Purchase Agreement, by and among Bluecoral limited, Winncom Technologies Corp. and the Company dated as of July 28, 2006 (4)10.3
Escrow Agreement, dated July 28, 2006, by and among the Company, Bluecoral Limited and Consumer Title Services, LLC (4)10.4
Employment Agreement effective January 31, 2008 between the Company and Randall P. Marx (5)10.5
Employment Agreement effective November 1, 2007 between the Company and Monty R. Lamirato (6)10.6
Employment Agreement effective November 1, 2007 between the Company and Steve C. Olson (6)10.7
Employment Agreement effective November 1, 2007 between the Company and Richard L. Anderson (6)10.8
Seperation Agreeement effective November 18, 2008 between the Company and Randall P. Marx (8)10.9
Seperation Agreeement effective November 26, 2008 between the Company and Monty R. Lamirato (8)10.10
Seperation Agreeement effective November 26, 2008 between the Company and Richard L. Anderson (8)14.1
Amended and Restated Code of Ethics (7)21.1
Subsidiaries of the Registrant31.1
Officers’ Certifications of Periodic Report pursuant to Section 302 of Sarbanes-Oxley Act of 200231.2
Officers’ Certifications of Periodic Report pursuant to Section 302 of Sarbanes-Oxley Act of 200232.1
Officers’ Certifications of Periodic Report pursuant to Section 906 of Sarbanes-Oxley Act of 200299.1
Nominating Policies and Procedures




(1)
Incorporated by reference from the Company’s Form 10-KSB for December 31, 2000 filed on April 2,2001.


(2)
Incorporated by reference from the Company’s Form 10-KSB for December 31, 1997 filed on March 31, 1998.


(3)
Incorporated by reference from Exhibit 2.1 of the Company’s Form 8-K filed on June 8, 2000.


(4)
Incorporated by reference from the Company’s Form 8-K/A filed on August 2, 2006.


(5)
Incorporated by reference from the Company’s Form 8-K filed on February 7, 2008.


(6)
Incorporated by reference from the Company’s Form 8-K filed on November 8, 2007.


(7)
Incorporated by reference from the Company’s Form 8-K filed on November 13, 2006


(8)
Incorporated by reference from the Company’s Form 8-K filed on December 3, 2008.





39





SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




ARC Wireless Solutions, Inc.Date:  March 28, 2011
By:
/s/ Jason T. YoungJason T. Young, Chief Executive Officer,

DirectorDate:  March 28, 2011

/s/ Steve OlsonSteve Olson, Chief Technology Officer and

Acting Principal Financial Officer





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.





Date
SignaturesMarch 28, 2011
/s/ Viktor Nemeth

Viktor Nemeth, DirectorMarch 28, 2011
/s/ Marco Vega

Marco Vega, DirectorMarch 28, 2011
/s/ Lynn Wunderman

Lynn Wunderman, DirectorMarch 28, 2011
/s/ Jonathan Bernstein

Jonathan Bernstein, Director





40





Report of Independent Registered Public Accounting Firm








The Board of Directors


ARC Wireless Solutions, Inc.


Wheat Ridge, Colorado





We have audited the consolidated balance sheets of ARC Wireless Solutions, Inc. and subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2010. Our audits also included the consolidated financial statement schedule listed in the index at Item 15. These consolidated financial statements and the consolidated financial statement schedule, are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and consolidated financial statement schedule based on our audits.





We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.





In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ARC Wireless Solutions, Inc. and subsidiaries as of December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.





We were not engaged to examine management’s assertions about the effectiveness of ARC Wireless Solutions, Inc internal control over financial reporting as of December 31, 2010 included in management’s Annual Report on Internal Control over Financial Reporting included in Item 9A of this Report on Form 10-K and, accordingly, we do not express an opinion thereon.





/s/ Hein & Associates LLP





Denver, Colorado


March 28, 2011





F-1





ARC Wireless Solutions, Inc.


Consolidated Balance Sheets


(in thousands, except for share and per share amounts)




December 31,


December 31,2010


2009AssetsCurrent assets:Cash and cash equivalents

$
11,643


$
11,785Accounts receivable – trade, net


385



476Inventory, net


548



1,019Other current assets


29



36Total current assets

$
12,605



13,316Property and equipment, net


272



358Other assets:Intangible assets, net


114



122Deposits


2



52Total assets

$
12,993


$
13,848Liabilities and stockholders’ equityCurrent liabilities:Accounts payable

$
212


$
504Accrued severance (Note 10)






-Accrued expenses


404



518Current portion of capital lease obligations


95



110Total current liabilities


711



1,132Capital lease obligations, less current portion


-



13Total liabilities


711



1,145Commitments(Notes 8, 10 and 12)Stockholders’ equity:Preferred stock, $.001 par value, 2,000,000 authorized,

none issued and outstanding


-



-Common stock, $.0005 par value, 250,000,000 authorized,

3,091,000 issued and outstanding in 2010 and 2009, respectively.


2



2Additional paid-in capital


20,798



20,767Accumulated deficit


(8,518
)


(8,066
)Total stockholders’ equity


12,282



12,703Total liabilities and stockholders’ equity

$
12,993


$
13,848








See accompanying notes to consolidated financial statements.




F-2





ARC Wireless Solutions, Inc.


Consolidated Statements of Operations


(in thousands, except for share and per share amounts)





Years Ended December 31,2010


2009Sales, net

$
3,966


$
4,404Cost of sales


2,526



2,959Gross Profit


1,440



1,445Operating expensesSelling, general and administrative


1,954



2,477Loss from continuing operations


(514
)


(1,032
)Other Income (expense)Interest expense


(3
)


(11
)Other income


65



102Total other income


62



91Loss from continuing operations before income taxes


(452
)


(941
)Loss from continuing operations


(452
)


(941
)Loss from discontinued operations


-



(4
)Net loss

$
(452
)

$
(945
)Net loss per share, continuing operations, basic and diluted

$
(.14
)

$
(.30
)Net loss per share, discontinued operations, basic and diluted

$
-


$
-Net loss per share, basic and diluted

$
(.14
)

$
(.30
)Weighted average shares, basic


3,091,000



3,091,000Weighted average shares, diluted


3,091,000



3,091,000








See accompanying notes to consolidated financial statements.




F-3




ARC Wireless Solutions, Inc.


Consolidated Statements of Changes in Stockholders’ Equity


(in thousands)





AdditionalCommon Stock


Paid-in


AccumulatedShares


Amount


Capital


DeficitBalances, January 1, 2009


3,091


$
2


$
20,735


$
(7,121
)Share based compensation










32Net loss














(945
)Balances, December 31, 2009


3,091


$
2


$
20,767


$
(8,066
)Share based compensation










31Net loss














(452
)3,091


$
2


$
20,798


$
(8,518
)








See accompanying notes to consolidated financial statements.




F-4




ARC Wireless Solutions, Inc.


Consolidated Statements of Cash Flows


(in thousands)





Years Ended December 31,2010


2009Operating activitiesNet loss from continuing operations

$
(452
)

$
(941
)Adjustments to reconcile net loss from continuing operations to net cash provided by (used in) operating activities:Depreciation and amortization


198



219Non-cash stock compensation


31



32Provision for doubtful accounts






(1
)Changes in operating assets and liabilities:Accounts receivable, trade


91



392Inventory


471



88Prepaids and other current assets


7



13Other assets


50



(19
)Accounts payable and accrued severance expenses


(406
)


(710
)Net cash used in continuing operations


(10
)


(927
)Net cash provided by  discontinued operations


-



4Net cash used in operating activities


(10
)


(923
)Investing activitiesPatent acquisition costs


(12
)


(13
)Purchase of plant and equipment


(92
)


(181
)Net cash used in investing activities, continuing operations


(104
)


(194
)Financing activitiesNet advances from line of credit


-



-Net repayment of line of credit and capital lease obligations


(28
)


(41
)Net cash used in financing activities, continuing operations


(28
)


(41
)Net decrease in cash


(142
)


(1,158
)Cash and cash equivalents, beginning of year


11,785



12,943Cash and cash equivalents, end of year


11,643


$
11,785Supplemental cash flow information:Cash paid for interest, continuing operations

$
3


$
11








See accompanying notes to consolidated financial statements.




F-5




Notes to Consolidated Financial Statements




1.  Organization and Summary of Significant Accounting Policies





Organization





The Company (NASDAQ: ARCW)was organized under the laws of the State of Utah on September 30, 1987 and is a provider of wireless network component and wireless network solutions.





Principles of Consolidation





The accompanying consolidated financial statements include the accounts of ARC Wireless Solutions, Inc. ("ARC"), and its wholly-owned subsidiary corporations, Starworks Wireless Inc. ("Starworks” or “Kit") and ARC Wireless Hong Kong Limited ("ARCHK"). All material intercompany accounts, transactions, and profits have been eliminated in consolidation. In 2010 management determined ARCHK, our wholly-owned subsidiary, was no longer necessary and operations were terminated.  ARCHK primarily managed our own China production operations which was no longer required when we transitioned to RIL during the third quarter of 2010. In 2008 we determined it was no longer profitable to operate Starworks and operations were terminated. Starworks is accounted for as a discontinued operation for all periods presented, and the results of operations have been excluded from continuing operations in the accompanying consolidated financial statements of operations and cash flows for all periods presented.




Basis of Presentation





We have experienced recurring losses, and have accumulated a deficit of approximately $8.5 million since inception in 1989. There can be no assurance that we will achieve the desired result of net income and positive cash flow from operations in future years. Management believes that current working capital will be sufficient to allow us to maintain our operations through December 31, 2011and the foreseeable future.





Use of Estimates





The preparation of our consolidated financial statements in accordance with generally accepted accounting principles of the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.





Cash and Cash Equivalents





We consider all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. From time to time we have cash balances in excess of federally insured amounts. We maintain our cash balances with several financial institutions.





Fair Value of Financial Instruments





Our short-term financial instruments consist of cash, money market accounts, accounts receivable, and accounts payable and accrued expenses. The carrying amounts of these financial instruments approximate fair value because of their short-term maturities. Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and accounts receivable. We do not hold or issue financial instruments for trading purposes nor do we hold or issue interest rate or leveraged derivative financial instruments.





F-6





Accounts Receivable





Trade receivables consist of uncollateralized customer obligations due under normal trade terms requiring payment usually within 30 days of the invoice date. Management reviews trade receivables periodically and reduces the carrying amount by a valuation allowance that reflects management's best estimate of the amount that may not be collectible. The allowance for doubtful accounts, continuing operations, was approximately $0 thousand and $3 thousand at December 31, 2010 and 2009, respectively. Provision for doubtful accounts, continuing operations, was not material for the years ended December 31, 2010 and 2009.





Inventory





Inventory is valued at the lower of cost or market using standard costs that approximate average cost.  Inventories are reviewed periodically and items considered to be slow-moving or obsolete are reduced to estimated net realizable value through an appropriate reserve. At December 31, 2010, the inventory reserve was $64 thousand and was applicable to finished goods.  Inventory, which includes allocated overhead, consists of the following at December 31 (in thousands):




2010


2009Raw  materials

$
58


$
335Work in progress


-



-Finished goods


547



745605



1,080Inventory reserve


(64
)


(61
)Net inventory

$
541


$
1,019
 
 Property and Equipment





Property and equipment are stated at acquired cost. We use the straight-line method over estimated useful lives of three to seven years to compute depreciation for financial reporting purposes and accelerated methods for income tax purposes.Leasehold improvements and leased equipment are amortized over the lesser of the estimated useful lives or over the term of the leases. Upon sale or retirement, the cost and related accumulated depreciation of disposed assets are eliminated from the respective accounts and the resulting gain or loss is included in the statements of operations.Property and equipment consist of the following at December 31 (in thousands):




2010


2009Machinery and equipment

$
1,713


$
1,692Computer equipment and software


541



539Furniture and fixtures


170



167Leasehold improvements


48



482,472



2,446Accumulated depreciation


(2,200
)


(2,088
)$
272


$
358


Depreciation expense, which includes amortization of fixed assets acquired through capital leases, amounted to $178 thousand and $204 thousand during the years ended December 31, 2010 and 2009, respectively.





F-7





Long-lived Assets





The carrying value of long-lived assets are reviewed annually; if at any time the facts or circumstances at any of our individual subsidiaries indicate impairment of long-lived asset values, as a result of a continual decline in performance or as a result of fundamental changes in a subsidiary's market, a determination is made as to whether the carrying value of the property's long-lived assets exceeds estimated realizable value. Long-lived assets consist primarily of Property and Equipment. No impairment was determined as of December 31, 2010.





Intangible Assets





Intangible assets consist principally of purchased intangible assets. Purchased intangible assets include developed technology, trademarks and trade names. Intangible assets are being amortized using the straight-line method over estimated useful lives ranging from 5 to 15 years. We periodically evaluate the carrying value of intangible assets, to be held and used, for potential impairment. The carrying value of intangible assets, to be held and used, is considered impaired when the carrying value is not recoverable from undiscounted future cash flows and the fair value of the asset is less than its carrying value. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved.




(in thousands)

2010


2009Patents

$
325


$
321Accumulated amortization


(211
)


(199
)Intangible assets, net

$
114


$
122


Patent costs are stated at cost and amortized over ten years using the straight-line method. Patent amortization expense amounted to $20 thousand and $15 thousand for the years ended December 31, 2010 and 2009, respectively.





Estimated future patent amortization expense for the next five years as of December 31, 2010 are as follows (in thousands):





Years

Amount2011

$
122012


92013


72014


52015


4Thereafter


77$
114





Revenue Recognition





Revenue is recorded when goods are shipped. We have established reserves for anticipated sales returns based on historical return percentages as well as specific identification and reserve of potential problem accounts. We have several major commercial customers who incorporate our products into other manufactured goods, and returns from these customers have not been significant. Additionally, returns related to retail sales have been immaterial and within management’s expectations.





Shipping and Handling Costs





We classify shipping and handling costs as a component of cost of sales.





Research and Development





Research and development costs are charged to expense as incurred. Such expenses were $314 thousand and $430 thousand, respectively, for the years ended December 31, 2010 and 2009.





F-8





Advertising Costs





Advertising costs are charged to operations in the year incurred. Advertising costs charged to operations were immaterial for the years ended December 31, 2010 and 2009.





Product Warranty





Our vendors generally warrant the products distributed by us and allow us to return defective products, including those that have been returned to us by our customers. We do not independently warrant the products we distribute. We do warranty products we manufacture and record a provision for estimated warranty costs at the time of the sale and periodically adjust the provision to reflect actual experience. Warranty expense was not material to our consolidated statements of operations for the years ended December 31, 2010 and 2009.





Income Taxes





We account for income taxes pursuant to ASC 740, Income Taxes,which utilizes the asset and liability method of computing deferred income taxes. The objective of this method is to establish deferred tax assets and liabilities for any temporary differences between the financial reporting basis and the tax basis of our assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. The current and deferred tax provision is allocated among the members of the consolidated group on the separate income tax return basis.





Effective January 1, 2007, we adopted the provisions of ASC 740 that provide detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Tax positions must meet a “more-likely-than-not” recognition threshold at the effective date to be recognized. Upon the adoption of ASC 740, we had no unrecognized tax positions. During the year ended December 31, 2010, we recognized no adjustments for uncertain tax positions.





We recognize interest and penalties related to uncertain tax positions in income tax expense. No interest and penalties related to uncertain tax positions were accrued at December 31, 2010.


Reclassifications





Certain balances in the prior year consolidated financial statements have been reclassified in order to conform to the current year presentation. The reclassifications had no effect on financial condition, gross profit, loss from operations or net loss.





Stock Based Compensation





We utilize ASC 718, Stock Compensation, related to accounting for share-based payments and, accordingly, record compensation expense for share-based awards based upon an assessment of the grant date fair value for stock options and restricted stock awards.





Stock compensation expense for stock options is recognized on a straight-line basis over the vesting period of the award. We account for stock options as equity awards.





The following table summarizes share-based compensation expense recorded in general and administrative expenses during each period presented, in thousands:




Years Ended December 31,2010


2009Stock options

$
31


$
32Total share-based compensation expense

$
31


$
32





F-9





Stock option activity was as follows:





Number of

Shares


Weighted Average

Exercise Price ($)Balance at December 31, 2008


47,500


$
5.38Granted


-Exercised


-Forfeited or expired


(7,500
)

$
5.25Balance at December 31, 2009


40,000


$
5.40Granted


-Exercised


-Forfeited or expired


-Balance at December 31, 2010


40,000


$
5.40





The following table presents information regarding options outstanding as of December 31, 2010:





Weighted average contractual remaining term - options outstanding
6.73 yearsAggregate intrinsic value - options outstanding
-Options exercisable
32,000Weighted average exercise price – options exercisable
$5.40Aggregate intrinsic value - options exercisable
-Weighted average contractual remaining term - options exercisable
6.73 years





No options were exercised during the years ended December 31, 2010 and 2009.





No options were issued in 2010 or 2009.





At December 31, 2010, there are 32,000 options with an exercise price of $5.40. These options expire between 2011 and 2017.





All option exercise prices were granted at market. The weighted average remaining contractual life of options outstanding at the end of 2010 and 2009 were 6.73 years and 7.73 years, respectively.





As of December 31, 2010, future compensation costs related to nonvested stock options was $32 thousand. All options were valued using the Black-Scholes valuation model. Management anticipates that this cost will be recognized over a weighted average period of 1 year.





Net Loss Per Common Share





Basic earnings per share includes no dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of the entity. For the years ended December 31, 2010 and 2009, we incurred a net loss, and stock options totaling 40,000 and 40,000, respectively, were not included in the computation of diluted loss per share because their effect was anti-dilutive.





The following table represents a reconciliation of the shares used to calculate basic and diluted earnings per share for the respective periods indicated (in thousands, except per share amounts):




F-10





2010


2009Net Loss Attributed

to Common Stock


Weighted-Average

Shares


Per Share Loss


Net Loss Attributed

to Common Stock


Weighted-Average

Shares


Per Share LossBasic EPS:Loss from continuingoperations

$
(452
)


3,091


$
(0.15
)

$
(941
)


3,091


$
(0.30
)Effect of dilutive securitiesEmployee stock options


-



-



-



-



-



-Common stock warrants


-



-



-



-



-



-Diluted earnings per share

$
(452
)


3,091


$
(0.15
)

$
(941
)


3,091


$
(0.30
)Basic EPS:Income (loss) from discontinuedoperations

$
-



3,091


$
-


$
(4
)


3,091


$
(0.00
)Effect of dilutive securitiesEmployee stock options


-



-



-



-



-



-Common stock warrants


-



-



-



-



-



-Diluted earnings per share

$
-



3,091


$
-


$
(4
)


3,091


$
(0.00
)Basic EPS:Net loss

$
(452
)


3,091


$
(0.15
)

$
(945
)


3,091


$
(0.30
)Effect of dilutive securitiesEmployee stock options


-



-



-



-



-



-Common stock warrants


-



-



-



-



-



-Diluted earnings per share

$
(452
)


3,091


$
(0.15
)

$
(945
)


3,091


$
(0.30
)
  Recent Accounting Pronouncements





In January 2010, the FASB issued an amendment to the accounting standards related to the disclosures about an entity’s use of fair value measurements. Among these amendments, entities are required to provide separate disclosures about purchases, sales, issuances and settlements relating to the tabular reconciliation of beginning and ending balances of the Level 3 (fair value determined based on significant unobservable inputs) classification and provide greater disaggregation for each class of assets and liabilities that use fair value measurements. The requirement to provide the enhanced disclosures for Level 3 fair value measurements is effective for the Company for interim and annual reporting periods beginning after December 31, 2010. The Company does not expect that the adoption of these new disclosure requirements will have a material impact on its consolidated financial statements.




In December 2010, the FASB issued an amendment to the accounting standards related to goodwill which (1) modifies step one of the goodwill impairment test by requiring entities with reporting units that have a zero or negative carrying value to assess, whether it is more likely than not that a goodwill impairment exists and (2) does not prescribe a specific method of calculating the carrying value of a reporting unit in the performance of step one of the goodwill impairment test. Under the requirements of this standard, if the entity concludes that it is more likely than not that a goodwill impairment exists, the entity must perform step two of the goodwill impairment test. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment exists. This standard will become effective for the Company on January 1, 2011 and is not expected to have a material impact on the Company’s consolidated financial statements.




In December 2010, the FASB issued an amendment related to the accounting for business combinations to address diversity in practice about the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. This standard will become effective for the Company on January 1, 2011 and is not expected to have a material impact on the Company’s consolidated financial statements.




F-11





2. Discontinued Operations





In 2008 we determined it was no longer profitable to operate Starworks and operations were terminated. Starworks is accounted for as a discontinued operation for all periods presented, and the results of operations have been excluded from continuing operations in the accompanying consolidated financial statements of operations and cash flows for all periods presented. The results of operations of discontinued operations were immaterial for the year ended December 31, 2009.




3. Revolving Bank Loan Agreement





In May 2009, our $1.5 million revolving line-of-credit agreement (the "Credit Facility") with Citywide Bank matured.  The Credit Facility was not renewed by us. During 2009, we paid approximately $3 thousand in interest expense on this Credit Facility. We had no outstanding debt balance at December 31, 2010.





4. Stockholders’ Equity





We have authorized preferred shares which may be issued in such series and preferences as authorized by the Board of Directors. The number of shares of our common stock authorized is 250 million shares and the number of shares of our preferred stock authorized is 2 million shares.





The 2007 Stock Incentive Plan ("the 2007 Plan") was approved by the Board of Directors in August 2007 and was also approved by the shareholders in September 2007. The 2007 Plan provides that no more than 300,000 shares of our common stock may be issued for awards. If there is any change in our common stock by reason of any stock exchange, merger, consolidation, reorganization, recapitalization, stock dividend, reclassification, split-up, combination of shares or otherwise, then the Board, or any Option Committee, shall make proportionate adjustments to the maximum number and kind of securities (i) available for issuance under the 2007 Plan; (ii) available for issuance as incentive stock options or non-qualified stock options; (iii) that may be subject to awards received by any participant; (iv) that may be subject to different types of awards; (v) that are subject to any outstanding award; and (vi) the price of each security.





The 2007 Plan provides that shares covered by an award will not count against the shares available for issuance under the 2007 Plan until they are actually issued and delivered to a participant. If an award granted under the 2007 Plan lapses, expires, terminates or is forfeited, surrendered or canceled without having been fully exercised or without the issuance of all the shares subject to the award, the shares covered by such award will again be available for use under the 2007 Plan.





No options were granted in 2010 or 2009 from the 2007 Plan.





5. Income Taxes





We record the income tax effect of transactions in the same year that the transactions enter into the determination of income, regardless of when the transactions are recognized for tax purposes.  Income tax credits are used to reduce the provision for income taxes in the year in which such credits are allowed for tax purposes.  Deferred taxes are provided to reflect the income tax effects of amounts included for financial purposes in different periods than for tax purposes, principally valuation allowances for inventory and trade receivables for financial reporting purposes and accelerated depreciation for income tax purposes. We had no income tax expense or benefit for the years ended December 31, 2010 and 2009.





F-12


As a result of net losses for the years ended December 31, 2010 and 2009, management believes a valuation allowance on our deferred tax assets is necessary.  The components of the deferred taxes asset as of December 31 are as follows (in thousands):





2010


2009Deferred tax assets (liabilities) (current):Inventory reserve

$
24


$
23Bad debt reserves


-



1$
24



24Deferred tax assets (liabilities) (long-term):Net operating loss carry-forwards

$
1,838


$
1,702Property and equipment


7



(17
)Intangibles


14



171,859



1,702Deferred tax assets


1,883



1,726Valuation allowance


(1,883
)


(1,726
)Net deferred tax assets

$
-


$
-





As of December 31, 2010, we had total net operating loss carry-forwards of approximately $5 million which will begin expiring in 2023.





A reconciliation of federal income taxes computed by multiplying pretax net loss by the statutory rate to the provision for income taxes is as follows for the years ended December 31 (in thousands):





2010


2009Tax benefit computed at statutory rate

$
(158
)

$
(331
)State income tax (benefit)


(12
)


(25
)Valuation allowance


157



345Effect of permanent differences


13



13Other


-



(2
)Provision for income taxes (benefit)

$
-


$
-





As of December 31, 2010 and 2009, an evaluation of the allowance determined that it was more likely than not that the net operating loss asset may not be realized, and therefore a valuation allowance for the full amount was recorded.





ASC 740, Income Taxes, prescribes a recognition threshold of more-likely-than-not to be sustained upon examination. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. The amount recognized is measured as the largest amount of benefit that is greater than fifty percent likely to be realized upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in our tax returns that do not meet these recognition and measurement standards.  Upon the adoption of ASC 740, we had no liabilities for unrecognized tax benefits, and, as such, the adoption had no impact on our financial statements, and we have recorded no additional interest or penalties. The adoption of ASC 740 did not impact our effective tax rates.





Our policy is to recognize potential interest and penalties accrued related to unrecognized tax benefits within income tax expense. For the years ended December 31, 2010 and 2009, we did not recognize any interest or penalties in our consolidated statement of operations, nor did we have any interest or penalties accrued in our consolidated balance sheet at December 31, 2010 and 2009 relating to unrecognized tax benefits.





The tax years 2007-2010 remain open to examination for federal and state income tax purposes and by the other major taxing jurisdictions to which we are subject.





F-13





6. Sales to Major Customers





We had sales from continuing operations to one customer in 2010 that represented approximately 23% of our annual sales We had sales from continuing operations to one customer in 2009 that represented approximately 18% of our annual sales. The concentration of our business with a relatively small number of customers may expose us to a material adverse effect if one or more of these large customers were to experience financial difficulty or were to cease being a customer for non-financial related issues. At December 31, 2010 and 2009 one customer represented approximately 28% and 39%, respectively, of our net trade accounts receivable.





7. Significant Suppliers





With regard to continuing operations during 2010 and 2009 we purchased a majority of our product from three vendors all located in China. The loss of any of these vendors could have a material adverse impact on our operations.





8.  Leasing Activities





We lease our facilities under non-cancellable operating leases through 2011. Minimum future rentals payable under the leases are as follows (in thousands):




2011

$
12Total

$
12





Rent expense from continuing operations was $160 thousand and $280 thousand for the years ended December 31, 2010 and 2009, respectively.





Property and equipment included the following amounts for leases that have been capitalized at December 31, 2010 and December 31, 2009 (in thousands).





2010


2009Machinery and Equipment

$
255


$
255Computers and Software


222



222Furniture and Fixtures


13



13490



490Less: accumulated amortization


(389
)


(389
)$
101


$
101





We recorded amortization expense of $78 thousand on assets recorded under capitalized leases for 2009. No amortization was recorded in 2010 since these assets were taken out of service.





Future minimum lease payments under capital leases, which include bargain purchase options, are as follows at December 31, 2010 (in thousands):





2011

$
102Total minimum lease payments

$
102Amount representing interest


(7
)Present value of lease payments

$
95Less current portion


(95
)Non-current portion

$
-





F-14





9. Defined Contribution Plan





In November 1999, the Board of Directors approved the establishment of the Antennas America, Inc. 401(k) Plan (the “Plan”) for employee contributions effective January 1, 2000. The name of the Plan was subsequently changed to the ARC Wireless Solutions, Inc. 401(k) Plan. The Plan allows for discretionary matching in company common stock of employee contributions by the company if we have a profit for the preceding year. Effective January 1, 2007 the Plan was amended to elect a Safe Harbor Contribution of 3% of a participant’s compensation. For the years ended December 31, 2010 and 2009 our Safe Harbor Contributions were $15 thousand and $27 thousand, respectively.





10. Commitments





Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Purchase obligations exclude agreements that are cancelable without penalty. At December 31, 2010, there were no non-cancellable purchase obligations.





In 2007, we entered into a five year employment agreement with Mr. Steven C. Olson, President and Chief Technology Officer of the Company’s Wireless Communications Solutions Division. Mr. Olson has been with the Company since 2001. The agreement had provided for annual base compensation each year increasing annually to $245 thousand in 2011. Mr. Olson was also entitled to bonuses ranging from $5 thousand to $100 thousand annually contingent upon the company achieving certain net income targets. In 2009, all compensation for all officers and employees was frozen until such time as the Company would become profitable.





11. Segment Information





ASC 280, Segment Reporting, requires that we disclose certain information about its our operating segments where operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Generally, financial information is required to be reported on the basis that is used internally for evaluating segment performance and deciding how to allocate resources to segments. Our activities of design, distributing and manufacturing are managed and evaluated by management as one operation.





In 2010 management determined ARCHK, our wholly-owned subsidiary, was no longer necessary and operations were terminated.  ARCHK primarily managed our own China production operations and generated no separate revenues, which was no longer required when we transitioned to RIL during the third quarter of 2010.





In 2008 management determined it was no longer profitable to operate Starworks and operations were terminated, which was previously presented as the Cable segment. Starworks is no longer classified as an operating segment but is classified as discontinued operations in the accompanying consolidated financial statements for all periods presented.





For the years ended December 31, 2010 and 2009, approximately 25%, of our sales from continuing operations were from customers outside North America.





12. Related Party Transaction





In January 2009, we entered into a financial advisory engagement (the "Agreement") with Quadrant Management, Inc. (the "Advisor"). Quadrant Management, Inc. is under common control with Brean Murray Carret Group, Inc. ("Brean"), an entity that, together with a current director of the company, beneficially owns approximately 684,000 shares, or approximately 22%, of our common stock. Our current Chief Executive Officer has been a Managing Director at Quadrant Management, Inc. since 2005.





F-15





Pursuant to the Agreement, the Advisor will provide to ARC financial advisory and business consulting services, including restructuring services.  In consideration for the restructuring services which have been provided by the Advisor since November 2008 and for the ongoing services to be provided, ARC has agreed to pay the following: 1) an initial cash fee of $250 thousand which was paid upon signing the Agreement in January 2009; 2) during 2009, ARC will pay an annual fee of the greater of (i) $250 thousand or (ii) 20% of any increase in reported earnings before interest, taxes, depreciation and amortization after adjusting for one-time and non-recurring items ("EBITDA") for the current financial year over preceding year, or (iii) 20% of reported EBITDA for the current financial year, and; 3) all reasonable out-of-pocket expenses incurred by Advisor in performing services under the Agreement. Total expenses accrued for the years ended December 31, 2010 and 2009 were $250 thousand for each year, respectively. The $250 thousand fee for 2009 accrued at December 31, 2009 and was paid in 2010 and the 2010 fee of $250 thousand is included in accrued expenses as of December 31, 2010. The Agreement will expire on December 31, 2013.





During the third quarter of 2010, we began utilizing the manufacturing, product sourcing, and outsourcing services of Rainbow Industrial Limited (“RIL”) which is based in China.  RIL is wholly owned by an affiliate of Quadrant Management, Inc., which is affiliated with us and our Chief Executive Officer. We purchase goods and services from RIL valued at approximately $200 thousand per month; however the actual dollar amount can vary significantly with normal fluctuations in business activity.




In our 2010 Third Quarter Form 10-Q report, as a Subsequent Event, we announced we sold all of our Raw Material Inventory to RIL in October 2010.  Subsequent to this sale we realized some of the Raw Material Inventory would not be used within the next few months to produce finished goods and therefore we purchased approximately $30,000 of this ARC China Raw Material inventory back to be held on our books until a later date.  Both the sale and re-purchase of Raw Material occurred during the Fourth Quarter of 2010.




13.  Subsequent Events





Management has evaluated the impact of events occurring after December 31, 2010 up to the date of issuance of these consolidated financial statements. These statements contain all necessary adjustments and disclosures resulting from that evaluation.