U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

   QUARTERLY REPORT SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                      For the quarter ended March 31, 2004

                          Commission File No. 000-26213

                             ARC COMMUNICATIONS INC.

        (Exact name of small business issuer as specified in its charter)



         A New Jersey Corporation                        22-3201557
      (State or other jurisdiction of                (I.R.S. Employer
       incorporation or organization)               Identification No.)

         401 Hackensack Avenue, 3rd Floor, Hackensack, New Jersey 07601
                    (Address of principal executive offices)

                                 (201) 525-1777
                           (Issuer's telephone number)

                              788 Shrewsbury Avenue
                         Tinton Falls, New Jersey 07724
                 (Former address of principal executive offices)



Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act of 1934  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 |_|

The number of shares outstanding of the Issuer's common stock as of May 14, 2004
was 34,126,110.

<PAGE>

      ARC COMMUNICATIONS INC.

INDEX

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

a) Consolidated Balance Sheets as of March 31, 2004

b)  Consolidated  Statements of Operations  for the Three Months Ended March 31,
2004 and 2003

c)  Consolidated  Statements  of Cash Flows for the Three Months Ended March 31,
2004 and 2003

d) Notes to Consolidated Financial Statements

Item 2. Management's Discussion and Analysis or Plan of Operations

Item 3. Controls and Procedures

PART II. OTHER INFORMATION

Item 2. Changes in Securities

Item 5. Other Information

Item 6. Exhibits and Reports on Form 8-K

Signature

<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                            ARC COMMUNICATIONS, INC.
                           CONSOLIDATED BALANCE SHEET

                                   (Unaudited)

                                                              March 31,
                                                                2004
                                                            -----------
ASSETS
Current assets:
 Cash                                                       $   974,000
 Due from sale of the continuing professional education
 segment                                                        100,000
 Other current assets                                            17,000
                                                            -----------
Total current assets                                        $ 1,091,000
                                                            ===========

LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities:
 Accounts payable and accrued expenses                      $   329,000
 Other current liabilities                                       14,000
                                                            -----------
Total current liabilities                                       343,000
                                                            -----------

Commitments and contingencies

Stockholders' equity:
 Preferred stock, stated value $.20, 5,000,000 shares
 authorized; 720,000 shares issued and outstanding              144,000

 Common stock, $.001 par value, authorized 45,000,000
 shares; issued and outstanding 33,626,110                       34,000

 Additional paid-in capital                                   3,313,000

 Accumulated deficit                                         (2,743,000)
                                                            -----------

Total stockholders' equity                                      748,000
                                                            -----------
                                                            $ 1,091,000
                                                            ===========

<PAGE>

                            ARC COMMUNICATIONS, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS

                                   (Unaudited)

                                   3 Months Ended   3 Months Ended
                                   March 31, 2004   March 31, 2003
                                   --------------  --------------

Net Sales                           $     36,000    $    218,000
                                    ------------    ------------

Cost and Expenses
 Operating Costs                          29,000          43,000

 Selling, General and
 Administrative                          554,000         171,000
 Depreciation and Amortization             7,000          16,000
                                    ------------    ------------


Total Costs and Expenses                 590,000         230,000
                                    ------------    ------------

Other Expenses
 Interest Expense                         (7,000)         (5,000)
                                    ------------    ------------

Total Other Expense                       (7,000)         (5,000)
                                    ------------    ------------

Net Loss From Continuing
Operations                              (561,000)        (17,000)

Net Income From Discontinued
Operations                                    --           5,000
                                    ------------    ------------

Net Loss                            $   (561,000)   $    (12,000)
                                    ============    ============

Basic and Diluted Loss per Common
Share Data

Continuing Operations               $      (0.03)   $      (0.00)
Net Loss                            $      (0.03)   $      (0.00)

Weighted Average Number of Shares
Outstanding                           16,939,302      14,984,459

<PAGE>

                             ARC COMMUNICATIONS INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                   (Unaudited)

                                         March 31, 2004   March 31, 2003
                                         --------------- ---------------

Cash Flows from Operating Activities

 Net Loss                                 $  (561,000)   $   (12,000)
 Adjustments to Reconcile Net Loss to
 Net Cash Provided
  by Operating Activities:
  Consulting fees paid through issuance
  of common stock                             320,000
  Depreciation and Amortization                 7,000         17,000

 Increase (Decrease) in Cash from
 Changes in:
  Accounts Receivable
                                               48,000        (61,000)
  Prepaid Expenses & Other Current
  Assets                                       13,000         (1,000)
  Due to Stockholders
                                                   --        (74,000)
  Accounts Payable and Accrued Expenses
                                               66,000        151,000

                                          -----------    -----------
Net Cash (Used In) Provided by
Operating Activities                         (107,000)        20,000
                                          -----------    -----------

Cash Flows From Investing Activities

 Cash included in assets held for sale             --          3,000
                                          -----------    -----------
Net Cash Provided By Investing
Activities                                         --          3,000
                                          -----------    -----------

Cash Flows From Financing Activities

 Repayment to Note Payable                   (120,000)        (9,000)
 Net Proceeds from Sale of Common Stock     1,199,000

                                          -----------    -----------
Net Cash Provided by (Used In)
Financing Activities                        1,079,000         (9,000)
                                          -----------    -----------

Net Increase in Cash                          972,000         14,000

Cash and Cash Equivalents at Beginning
of Period                                       2,000             --
                                          -----------    -----------

Cash and Cash Equivalents at End of
Period                                    $   974,000    $    14,000
                                          ===========    ===========

Supplement Disclosures of Cash Flow
Information:
 Cash paid for interest                   $     7,000    $     5,000
 Satisfaction of liability to
 consultants through the
  issuance of common stock                $   384,000

<PAGE>

                             ARC COMMUNICATIONS INC.

                          NOTES TO FINANCIAL STATEMENTS

                                   (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

      The  accompanying  unaudited  financial  statements  have been prepared in
accordance with accounting  principles  generally  accepted in the United States
for interim  financial  information and with the instructions to Form 10-QSB and
Rule 10-01 of Regulation S-X and include the results of Arc Communications  Inc.
(the  "Company").  Accordingly,  certain  information  and footnote  disclosures
required  in  financial   statements  prepared  in  accordance  with  accounting
principles  generally  accepted  in the United  States  have been  condensed  or
omitted. In the opinion of the Company's management,  the accompanying unaudited
financial  statements  contain  all  adjustments   (consisting  only  of  normal
recurring  adjustments  except as otherwise  disclosed herein) which the Company
considers  necessary for the fair  presentation of its financial  position as of
March 31,  2004 and the  results  of its  operations  and its cash flows for the
three month periods ended March 31, 2004 and 2003.  These  financial  statements
should be read in conjunction with the Company's  audited  financial  statements
and notes thereto included in the Company's Annual Report on Form 10-KSB for the
year ended December 31, 2003.

     The Company was a  full-service  marketing  consulting and New Media design
firm specializing in the healthcare,  technology and pharmaceutical  industries.
Services  included  marketing,   consulting,  website  development,   electronic
commerce,  interactive  multi-media and graphics design.  The Company recognizes
income from sales at the date the product is shipped and as professioal services
are perfromed.  Revenue from custom software  development is recognized based on
its percentage of completion.  However,  effective March 31, 2004 in preparation
for the proposed merger, discussed below, the Company ceased operations.

     The Company has adopted  the  disclosure-only  provisions  of SFAS No. 148,
"Accounting  for  Stock-based  Compensation"  and  applies  APB  Opinion  25  in
accounting for its plans in its consolidated  financial statements.  The Company
determined  that  compensation  based on fair value at the grant date consistent
with the  provisions  of SFAS No. 148 for the three  months ended March 31, 2004
and 2003 are  nominal  and have no effect to net loss per share  information  as
reported.

      On  December  9,  2003,  the  Company  entered  into a  definitive  merger
agreement  with RoomLinX,  Inc.  ("RoomLinx"),  a provider of wireless  fidelity
("Wi-Fi")  high-speed  Internet Network  solutions to the hospitality  industry.
Upon completion of the transaction,  the former RoomLinX  shareholders  will own
approximately  75% of the Company's  outstanding  common stock.  The transaction
will be accounted for as a reverse acquisition where by RoomLinX will be treated
as the acquirer for accounting purposes. Concurrent with the closing the Company
will change its name to RoomLinX, Inc. The closing of the merger is subject to a
number of conditions,  including approval by the shareholders of the Company and
RoomLinX.

NOTE 2 - PRIVATE PLACEMENT

     Pursuant to the Merger Agreement with RoomLinX, the Company was required to
raise a minimum of $500,000 in  additional  capital  prior to the closing of the
merger.  During  March 2004,  the Company  closed its private  placement  of its
securities in reliance upon Rule 506 of Regulation D under the  Securities  Act.
In the private placement,  the Company sold 16,666,661 shares of common stock at
a price of $.075 per share including  8,333,333  three-year warrants to purchase
common stock at an exercise  price of $.015 per share.  Gross  proceeds from the
private  placement were $1,250,000 before direct issuance costs of approximately
$54,000. The proceeds of the private placement were used to eliminate certain of
the Company's existing liabilities approximating $175,000, pay professional fees
associated  with the  private  placement  of  approximately  $50,000 and working
capital for the surviving corporation after the merger is complete.

      The following related parties participated in the private placement: Peter
A.  Bordes,  Jr.,  chairman and former  chief  executive  officer of the Company
purchased $75,000 of common stock and warrants; Arla Sheinwald, the wife of Alan
Sheinwald,  the  principal  of Alliance  Advisors a  consultant  to the Company,
purchased  $100,000 of common stock and warrants;  Deborah Berkley,  the wife of
Richard Berkley, a principal of Roccus Capital Partners, LLC a consultant to the
Company,  purchased  $10,000  of common  stock and  warrants;  Aaron  Dobrinsky,
appointed  Chief Executive  Officer of the Company on April 27, 2004,  purchased
$70,000  of  common  stock  and  warrants,  and Frank  Elenio,  appointed  Chief
Financial Officer of the Company on April 27, 2004,  purchased $10,000 of common
stock and warrants.


<PAGE>


NOTE 3 - CONSULTING ARRANGEMENT

     In consideration for providing general  consulting  services to the Company
in the areas of operations,  finance,  recruitment of officers and directors and
sales and  marketing  for the twelve month period  ended  December 31, 2003,  in
which the Company had recorded a liability of  $384,000,  the Company  issued an
aggregate of 1,600,000 shares to Alliance  Advisors and Roccus Capital Partners,
L.L.C.  in satisfaction  of the liability.  In addition,  the Company accrued an
additional  $112,000 relating to consulting  services for the three months ended
March 31,  2004,  which was  satisfied  with the  issuance of 400,004  shares of
common stock in April 2004.

NOTE 4 - SUBSEQUENT EVENT

      On April 27, 2004, the Company  entered into  employment  agreements  with
Aaron Dobrinsky and Frank Elenio,  Chief  Executive  Officer and Chief Financial
Officer,  respectively, of the Company. The terms of each agreement provide that
each employee  shall receive  continued  compensation  for a period of up to six
months if the employee is terminated  without cause,  as defined by the terms of
the employment  agreement.  The initial term of each agreement is for a two-year
period for total compensation aggregating $350,000 per annum.

     On April 1, 2004, the Company vacated its offices in Tinton Falls,  NJ. The
Company  believes  that it will be able to sublease or have its lease assumed at
the same or above the Company's current lease obligation.

     Effective  April 15,  2004,  the  Company  executed a lease  agreement  for
approximately 2,424 square feet of office space in Hackensack,  NJ. The terms of
the lease are for a 48 month period,  at a lease rate of approximately  $44,000
per annum.  The  Company's  plans to utilize this office space as its  corporate
headquarters subsequent to the proposed merger with RoomLinx.

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

CRITICAL ACCOUNTING POLICY

The Company  recognizes income from sales at the date the product is shipped and
as professional services are performed. Revenue from custom software development
is  recognized  based on its  percentage of  completion  using the  cost-to-cost
method.  Upon determining  that there is a loss on custom software  development,
the Company provides for the entire anticipated loss in that period.

RESULTS OF OPERATIONS

Three months ended March 31, 2004 Compared to Three months ended March 31, 2003

Net sales.  Net sales  decreased to $36,000  during the three months ended March
31, 2004  compared to $218,000 for the three  months  ended March 31, 2003.  The
decrease  in net sales  primarily  relates  to the  cessation  of the  Company's
operations in preparation for its proposed merger with RoomLinX Inc.

Operating  costs.  Operating  costs decreased to $29,000 during the three months
ended March 31, 2004  compared to $43,000 for the three  months  ended March 31,
2003. The decrease in operating costs primarily  relates to the wind down of the
Company's operations in preparation for its proposed merger with RoomLinX Inc.

Selling,  General  and  Administrative.   Selling,  general  and  administrative
expenses  increased  to $554,000  for the three  months  ended March 31, 2004 as
compared to $171,000 for the three  months  ended March 31,  2003.  The increase
relates to non-cash consulting fees of $432,000 recorded during the three months
ended March 31, 2004. The fees primarily  relate to consulting  services related
to financial,  strategic  and  personnel  related as it relates to the Company's
cessation of operations in preparation of its proposed merger.

Depreciation and amortization.  Depreciation and amortization  expense decreased
to $7,000 as compared to $16,000 for the three  months  ended March 31, 2004 and
2003,  respectively.  The decrease  relates to the decreased fixed assets as the
Company continues to wind down operations in preparation of the proposed merger.

Net loss. Net loss from  continuing  operations for the three months ended March
31, 2004 and 2003 aggregated  $561,000 and $17,000,  respectively.  As a result,
loss per share was $0.03 for the three months  ended March 31, 2004  compared to
the loss of $0.00  per  share for the three  months  ended  March 31,  2003 from
continuing operations.

LIQUIDITY AND CAPITAL RESOURCES

      Net cash used by operations  for the three months ended March 31, 2004 was
$107,000.  Primarily, the cash used related to professional fees and rent of our
offices, which we vacated effective March 31, 2004.

     Net cash provided by financing  activities for the three months ended March
31, 2004 was  $1,079,000.  During March 2004, the Company  raised  approximately
$1,196,000,  through the sale of 16,666,661  shares of common stock in a private
placement  transaction.  Additionally,  the  Company  retired a note  payable of
$120,000 during the quarter ended March 31, 2004.

      The proceeds of the private  placement  were used to eliminate  certain of
the Company's existing liabilities approximating $175,000, pay professional fees
associated with the merger of approximately  $50,000 and working capital for the
surviving corporation after the merger is complete.

     In their report on the audit of the Company's financial  statements for the
years ended December 31, 2003, our independent  auditors included an explanatory
paragraph in their report because of the uncertainty  that we could continue our
business  as  a  going  concern.  Additionally,  effective  March  31,  2004  in
preparation  for  the  proposed   merger  with  RoomLinX,   the  Company  ceased
operations. In the event the proposed merger with RoomLinX is not completed, the
Company would commence a process to identify  companies which would  potentially
increase shareholder value through a strategic alliance,  merger or purchase. In
the  event  the  merger  is not  completed,  we  currently  anticipate  that our
available cash  resources will be sufficient to fund our operating  needs for at
least the next fifteen months.

<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures.

      As of the  end  of the  period  covered  by  this  report,  the  Company's
management,  with the participation of the Company's chief executive officer and
chief financial officer, evaluated the effectiveness of the Company's disclosure
controls and  procedures  (as such term is defined in Rule  13a-15(e)  under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")). Based on such
evaluation,  the Company's chief executive  officer and chief financial  officer
have  concluded  that, as of the end of the period  covered by this report,  the
Company's  disclosure  controls and  procedures are effective to ensure that the
information required to be disclosed by the Company in the reports that it files
or  submits  under the  Exchange  Act is  recorded,  processed,  summarized  and
reported, within the time periods specified in the Commission's rules and forms.

Internal Control Over Financial Reporting.

      There have not been any changes in the  Company's  internal  control  over
financial  reporting  (as such  term is  defined  in Rule  13a-15(f)  under  the
Exchange Act) during the last fiscal  quarter to which this report  relates that
have materially  affected,  or are reasonably likely to materially  affect,  the
Company's internal control over financial reporting.

                           PART II - OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES

Recent Sales of Unregistered Securities.

      During the period covered by this report, the Company engaged in a private
placement of its  securities in reliance upon Rule 506 of Regulation D under the
Securities  Act.  In the  private  placement,  the  Company  sold to  accredited
investors  shares of its common stock at a price of $.075 per share and warrants
to  purchase  that  number of shares of common  stock  equal to  one-half of the
common  shares  purchased.  Each warrant has a  three-year  term and an exercise
price of $.15 per share. The total offering amount in the private  placement was
$1,250,000.  The  private  placement  closed  at the end of March  2004.  In the
private placement,  16,666,661 shares of the Company's common stock and warrants
to  purchase  8,333,333  shares of the  Company's  common  stock were  issued to
investors for gross  proceeds of  $1,250,000  before  direct  issuance  costs of
approximately  $54,000.  The Company did not use underwriters in connection with
the private  placement.  The participants in the private placement  executed and
delivered  investor  questionnaires  to the  effect  that they were  "accredited
investors"  for  purposes  of  meeting  the  requirements  for the  registration
exemptions  provided under  Regulation D. The proceeds of the private  placement
were  used  to  eliminate   certain  of  the  Company's   existing   liabilities
(approximately  $175,000)  and to pay  professional  fees  associated  with  the
upcoming merger with RoomLinX,  Inc.  (approximately  $50,000). The remainder of
the  proceeds  will be used for working  capital for the  surviving  corporation
after the merger with RoomLinX.

      In the private placement,  the Company issued common stock and warrants to
the following purchasers in the amounts indicated:

PURCHASER

                              COMMON STOCK  WARRANTS

Andrew and Ellen Astrove         333,333    166,667
Ralph Incantalupo                400,000    200,000
Brian Marshall                   250,000    125,000
Peter T. Cohen                   600,000    300,000
Anthony Marchese                 200,000    100,000
David S. Nagelberg 2003
Revocable Trust                  666,667    333,333
Jerrold J. Ziman and Ellen R.
Ziman                            133,332     66,666

<PAGE>

Lawrence A. Freeman              333,333    166,667
William Greenberg, MD            110,000     55,000
Sea Associates                   100,000     50,000
Louis Sagar                      100,000     50,000
Heller Family Foundation         666,667    333,333
Matthew M. Hayden                100,000     50,000
Jon R. Carnes                    200,000    100,000
Michael Morris                   200,000    100,000
Suzanne Levine                   333,333    166,667
Robin L. Smith                   666,667    333,333
Kaare Kolstad                    333,333    166,667
Robert Nathan                    100,000     50,000
Marc Roberts                     200,000    100,000
Todd Andrew Goergen              506,667    253,334
Jeffrey B. Bogatin               333,333    166,667
Deborah Berkley                  133,333     66,666
Arla Sheinwald                 1,333,333    666,666
Peter A. Bordes, Jr.           1,000,000    499,998
Mitchell Wright, LLC             333,333    166,667
Wiliam F. Donovan                333,333    166,667
Michael Nimaroff                 333,333    166,667
Anne Ross                        333,333    166,667
Arthur Luxenberg                 333,333    166,667
Little Bear Investments LLC      333,333    166,667
Dennis Hersch                    133,333     66,667
Chaim Anfang                     166,667     83,333
Colin Poole                      166,667     83,333
Michael P. Castaldi              333,333    166,667
Paul M. Michaels                 333,333    166,667
Wade M. Wilson                   100,000     50,000
Manuel N. Wilson                 100,000     50,000
Francis Elenio                   133,333     66,667
Mark Kristoff                    333,333    166,667
Alan Docter                      666,667    333,333
Aaron Dobrinsky                  933,333    466,666
Alan D. and Barbara L. Liuthaus  933,333    466,667
Michael and Deborah Kramer       666,667    333,333
Robert Oppenheimer               333,333    166,667

Total                         16,666,661  8,333,333

In March  2004,  in  consideration  for  Alliance  Advisors  and Roccus  Capital
Partners,  LLC providing general consulting services to the Company in the areas
of  operations,  finance,  recruitment  of officers and  directors and sales and
marketing  for the twelve (12) month  period  beginning  January 1, 2003 through
December 31, 2003,  the Company  issued  533,332  shares of common stock to Alan
Sheinwald,  the  principal of Alliance  Advisors,  and 533,332  shares of common
stock to Richard Berkley and 533,332 shares of common stock to Mark Heskel,  the
principals of Roccus Capital.

In April  2004,  in  consideration  for  Alliance  Advisors  and Roccus  Capital
Partners,  LLC providing general consulting services to the Company in the areas
of  operations,  finance,  recruitment  of officers and  directors and sales and
marketing  for the three (3) month period from January 1, 2004 through March 31,
2004, the Company

<PAGE>

issued  133,335  shares of common  stock to Alan  Sheinwald,  the  principal  of
Alliance  Advisors,  and 133,335  shares of common stock to Richard  Berkley and
133,334 shares of common stock to Mark Heskel, the principals of Roccus Capital.

In April 2004, in consideration for Michael Rubel's employment with the Company,
the Company issued to Mr. Rubel 50,000 shares of common stock.

In April 2004, in  consideration  for Thomas  Rittenhouse's  employment with the
Company, the Company issued to Mr. Rittenhouse 50,000 shares of common stock.

ITEM 5. OTHER INFORMATION

On April 27, 2004, the Company  announced that it had appointed  Aaron Dobrinsky
as Chief  Executive  Officer and director  and Frank  Elenio as Chief  Financial
Officer and director. A copy of the press release announcing the appointment was
filed as an Exhibit to the Company's Form 8-K filed on April 28, 2004. Copies of
the  Employment  Agreement  between  the  Company  and Aaron  Dobrinsky  and the
Employment  Agreement  between the Company and Frank Elenio are attached thereto
as exhibits and incorporated herein by reference.

On May 14, 2004, the Company,  RoomLinX and RL  Acquisition,  Inc.  entered into
Amendment  No. 2 to Agreement  and Plan of Merger.  Amendment  No. 2 extends the
termination  date  from  May 14,  2004 to June 15,  2004.  This  description  of
Amendment No. 2 does not purport to be complete and is qualified in its entirety
by the terms  and  conditions  of  Amendment  No. 2 a copy of which is  attached
hereto an exhibit and is incorporated herein by reference.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K


(a) Exhibits.

10.1  Employment  Agreement  between the Company and Aaron Dobrinsky dated as of
April 27, 2004

10.2 Employment Agreement between the Company and Frank Elenio dated as of April
27, 2004

10.3  Amendment  No. 2 to  Agreement  and Plan of Merger by and among  RoomLinX,
Inc., Arc Communications Inc. and RL Acquisition, Inc. dated as of May 14, 2004.

31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for
the Chief Executive Officer

31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for
the Chief Financial Officer

32.1  Certification  of Chief Executive  Officer  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002

32.2  Certification  of Chief Financial  Officer  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002

(b) Current reports on Form 8-K.

1. Form  8-K/A,  filed on  February  24,  2004,  amending  the Form 8-K filed on
December 23, 2003 to provide the financial  statements  required by Item 7(b) of
Form 8-K.

2. Form 8-K, filed on March 3, 2004, reporting the execution of the Amendment to
Agreement and Plan of Merger among RoomLinX,  Inc., Arc Communications  Inc. and
RL Acquisition, Inc. dated as of February 25, 2004.

3. Form 8-K, filed on March 31, 2004,  reporting the issuance of a press release
on March 25, 3004 announcing that the Company had closed a private  placement of
shares of its common stock and warrants to purchase shares of its common stock.

4.  Form  8-K/A,  filed  on  April  7,  2004,  amending  the  Form  8-K  of  Arc
Communications  Inc.  filed on December 23,  2003,  as amended by the Form 8-K/A
filed on February 24, 2004, to provide the financial statements required by

<PAGE>

Item 7(a) of Form 8-K and to amend the  financial  information  required by Item
7(b) of Form 8-K.

5. Form 8-K, filed on April 28, 2004,  reporting the issuance of a press release
on April 27, 2004  announcing that the Company had appointed Mr. Aaron Dobrinksy
as Chief  Executive  Officer and director of the Company and Mr. Frank Elenio as
Chief Financial Officer and director of the Registrant.

<PAGE>

                                   SIGNATURES

      In  accordance  with  requirements  of the Exchange Act, the Issuer caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


      Date: May 17, 2004

      ARC COMMUNICATIONS INC.

      By: /s/ Aaron Dobrinsky
      -----------------------------------
      Aaron Dobrinsky
      Chief Executive Officer