ARC COMMUNICATIONS INC
8-K/A, 2000-04-12
MANAGEMENT CONSULTING SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  -------------

                                   Form 8-K/A
                                 Current Report

                       Pursuant to Section 13 or 15(d) of
                         Securities Exchange Act of 1934


         Date of  Report                                          April 11, 2000


                        Commission file number 000-26213

                             Arc Communications Inc.
             (Exact Name of Registrant as specified in its charter)

           New Jersey                                      22-3201557
      (State of Incorporation)                       (IRS Identification No.)

                              788 Shrewsbury Avenue
                         Tinton Falls, New Jersey 07724
                                  732/219-1766
         (Registrant's Address, including ZIP Code and telephone number)



<PAGE>


Item 4.  Changes in Registrant's Certifying Accountant.

a)   On July 15, 1999, Beck,  Weiss & Company,  Arc  Communications  Inc.'s (the
     "Company")  independent auditor for the previous two fiscal years, resigned
     in that capacity as a result of the Company's  newly  reporting  status and
     such auditor's limited experience in matters governing  compliance with the
     federal and state securities laws. On that same date, Beck, Weiss & Company
     accepted the position of the Company's principal accountant.

b)   On July  15,  1999,  the  Registrant's  Board  of  Directors  approved  the
     engagement  of Richard A.  Eisner &  Company,  LLP to serve as  independent
     auditors for the fiscal year ending  December 31,  1999.  Further,  on that
     same date,  Richard A.  Eisner & Company,  LLP entered  into an  engagement
     letter with the Company to provide independent auditor services.

c)   During fiscal years 1998 and 1997, respectively, and the subsequent interim
     period  up to July  15,  1999,  the  date  of  resignation,  there  were no
     disagreements  with  Beck,  Weiss & Company  on any  matter  of  accounting
     principals or practices,  financial statement disclosure, or auditing scope
     or procedure or any reportable  events.  Further,  Beck,  Weiss & Company's
     audit reports for the fiscal years 1998 and 1997 did not contain an adverse
     opinion, nor was either report modified as to uncertainty,  audit scope, or
     accounting principals.

d)   The Registrant has requested that Beck,  Weiss & Company  furnish it with a
     letter addressed to the Securities and Exchange  Commission stating whether
     it agrees with the above  statements.  A copy of the Beck,  Weiss & Company
     letter to the  Securities  and Exchange  Commission  dated April 12,2000 is
     filed as Exhibit 16.1 to this Form 8-K/A.


<PAGE>


                                    SIGNATURE

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



                                                 Arc Communications Inc.
                                                 -----------------------
                                                      (Registrant)


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


Date: April 12, 2000

<PAGE>



                                  EXHIBIT INDEX


EXHIBIT NUMBER            EXHIBITS
- --------------            --------
    16.1                  Letter from Beck, Weiss & Company dated April 12, 2000




                                  EXHIBIT 16.1


                                  (letterhead)



Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

We were previously the  independent  auditors for Arc  Communications  Inc. (the
"Company")  and on July 15,  1999,  we resigned  our  position as the  Company's
independent  auditor and became permanently  employed as the Company's principal
accountants.  We have read the Company's statements included under Item 4 of its
Form 8-K/A for April 12, 2000, and agree with such statements.

Very truly yours,

/s/ Andrew Johnson
- ------------------
Andrew Johnson

Edison, New Jersey 08837
April 12, 2000




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