U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

                            SEC File Number 000-26213

                                   Form 10-QSB

                           For Period Ending: 06/30/02
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                         PART I: REGISTRANT INFORMATION
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Full Name of Registrant: Arc Communications Inc. ("ACOC")

Address of Principal Executive Office: 788 Shrewsbury Avenue,  Tinton Falls, New
Jersey 07724, (732) 219-1766

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                        PART II: RULES 12B-25(B) AND (C)
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It is  anticipated  that the subject  Annual Report on Form 10-QSB will be filed
within the next several days.

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                               PART III: NARRATIVE
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The Registrant has not completed its Quarterly Report on Form 10-QSB for the
period ended June 30, 2002, due to administrative delays.
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                           PART IV: OTHER INFORMATION
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(1) Name and  telephone  number  of  person(s)  to  contact  in  regard  to this
notification Michael Rubel, Chief Operating Officer 732-224-7988

(2) Have all other  periodic  reports  required under section 13 or 15(d) of the
Securities  Exchange Act of 1934 or section 30 of the Investment  Company Act of
1940  during  the  preceding  12  months  or for such  shorter  period  that the
Registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s). [X] YES [ ] NO

(3) Is it anticipated that any significant  change in results of operations from
the  corresponding  period for the last  fiscal  year will be  reflected  by the
earnings statements to be included in the subject report or portion thereof? [ ]
YES [X] NO




     If so, attach an explanation of the anticipated  change,  both  narratively
and  quantitatively,  and, if  appropriate,  state the reasons why a  reasonable
estimate of the results cannot be made.

     Arc  Communications  Inc. has caused this  notification to be signed on its
behalf by the undersigned thereunto duly authorized.


Dated: August 13, 2002
                                               ARC COMMUNICATIONS INC.



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