Securities and Exchange Commission
                              Washington, DC 20549


                                   Schedule TO
               Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934
                                (Amendment No. 2)


                  Advanced Remote Communication Solutions, Inc.
                       (Name of Subject Company (issuer))

                  Advanced Remote Communication Solutions, Inc.
                       (Names of Filing Persons (offeror))

                            Series B Preferred Stock
                         (Title of Class of Securities)

                                 Not Applicable
                      (CUSIP Number of Class of Securities)

                                  Brandon Nixon
               Chairman of the Board, President and Chief Executive Officer
                  Advanced Remote Communication Solutions, Inc.
                           10675 Sorrento Valley Road
                           San Diego, California 92121
                                 (858) 450-7600

  (Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
 and Communications on Behalf of filing persons)



                            Calculation of Filing Fee


                        Transaction valuation $1,170,833
                          Amount of Filing Fee $107.72*


The  aggregate  principal  amount of the Series B  Preferred  Stock of  Advanced
Remote  Communication  Solutions,  Inc. sought for exchange  equals  $3,512,500.
Advanced Remote Communication Solutions, Inc. has an accumulated capital deficit
and thus pursuant to Rule 0-11(a)(4) of the Exchange Act, the transaction  value
for purposes of calculating the filing fee is $1,170,833.

* Previously paid.

[ ] Check box if any part of the fee is offset as  provided  by Rule  0-11(a)(2)
and  identify  the filing with which the  offsetting  fee was  previously  paid.
Identify the previous filing by registration  statement  number,  or the Form or
Schedule and the date of its filing.
Amount Previously Paid:  Not Applicable

Form or Registration No.:  Not Applicable

Filing Party:  Not Applicable

DATE FILED:  Not Applicable


[ ] Check the box if the filing  relates  solely to  preliminary  communications
made before the  commencement  of a tender offer.  Check the  appropriate  boxes
below to designate any transactions to which the statement relates:

[   ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[   ] going-private transaction subject to Rule 13e-3.
[   ] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer:  [X]


This Amendment No. 2 to Tender Offer Statement on Schedule TO further amends and
supplements the Tender Offer  Statement (the "Schedule TO") originally  filed by
Advanced Remote  Communication  Solutions,  Inc., a California  corporation (the
"Company"), on June 27, 2002, as amended on July 19, 2002, relating to the offer
by the Company to exchange  shares of its Series C-3 Preferred  Stock for issued
and  outstanding  shares of its Series B  Preferred  Stock,  under the terms and
conditions  set forth in the  Offering  Statement  for Series C Preferred  Stock
dated June 27, 2002 along with the Offering Statement  Supplement dated July 19,
2002.

Item 4. Terms of the Transaction

Item 4 of the  Schedule  TO is hereby  amended  and  supplemented  by adding the
following:

The tender offer  expired at 5:00 p.m.,  Eastern  time,  on July 26,  2002.  The
Company  accepted  all 320  shares of the  Company's  Series B  Preferred  Stock
tendered for exchange and issued and delivered 1,059.20 shares of its Series C-3
Preferred  Stock to the holders of Series B Preferred  Stock who tendered shares
of Series B Preferred Stock for exchange.




                                    SIGNATURE

            After due inquiry  and to the best of my  knowledge  and  belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

                                  Advanced Remote Communication Solutions, Inc.


                                  By:
                                  /s/ Brandon Nixon
                                  ----------------------------------
                                  Name: Brandon Nixon
                                  Title:     Chairman of the Board, President
                                             and Chief Executive Officer

                                  Date: August 27, 2002