Sec Form 4 Filing - MARX RANDALL P @ ARC WIRELESS SOLUTIONS INC - 2006-12-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MARX RANDALL P 2. Issuer Name and Ticker or Trading Symbol ARC WIRELESS SOLUTIONS INC [ ARCS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO, President & Secretary (Last) (First) (Middle) 1207 ST. ANDREWS 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2006 (Street) EDMOND, OK73003 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/31/2006 12/31/2006 G 200,000 ( 1 ) D $ 0.1 8,289,767 D Common Stock 28,493 I By LLC ( 2 ) Common Stock 40,000 I By Spouse's IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option: Right to Buy $ 0.18 01/02/2003 01/02/2007 Common Stock 500,000 500,000 D Option: Right to Buy $ 0.18 12/31/2003 01/02/2007 Common Stock 500,000 1,000,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MARX RANDALL P 1207 ST. ANDREWS EDMOND, OK73003 X CEO, President & Secretary Signatures /s/ Randall P. Marx 01/03/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares transferred to the Harold and Theora Marx Living Trust, of which Mr. Marx's father is trustee. Mr. Marx disclaims beneficial ownership of the shares in this trust. ( 2 )These shares are held by a limited liability company (the "LLC"). The Reporting Person owns 50 percent of the outstanding equity interests in the LLC and is the manager of the LLC. The Reporting Person and one other person are the only members of the LLC. Securities held by the LLC may not be disposed of without the consent of both members. Based on the Reporting Person's ownership in the LLC, the number of shares shown in the table represents 50 percent of the shares owned by the LLC.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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