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

                                   FORM 10-QSB

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

                For the quarterly period ended September 30, 2004

                          Commission File No. 000-26213

                                 ROOMLINX, INC.
                       (Formerly Arc Communications, Inc.)

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


                     Nevada                              83-0401552
          (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)


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 November 12,
2004 was 102,504,456.

Transitional Small Business Disclosure Format (Check one):   __Yes    X  No

<PAGE>

                                 ROOMLINX, INC.


INDEX

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

a)      Condensed Balance Sheet as of September 30, 2004

b)      Condensed  Statements  of  Operations  for the Three and Nine Months
        Ended September 30, 2004 and 2003

c)      Condensed  Statements  of Cash Flows for the Three and Nine  Months
        Ended September 30, 2004 and 2003

d)      Notes to Condensed Financial Statements

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

        General

        Critical Accounting Policies and Estimates

        Results of Operations

        Liquidity and Capital Resources

Item 3. Controls and Procedures

PART II. OTHER INFORMATION

Item 6. Exhibits

Signatures


<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                 ROOMLINX, INC.
                             CONDENSED BALANCE SHEET

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                    September 30,
                                                                                                         2004
                                                                                                     ------------
<S>                                                                                                  <C>
ASSETS
Current assets:
     Cash                                                                                            $    171,121
     Accounts receivable and other                                                                        208,363
     Inventory                                                                                             28,854
     Work in progress                                                                                      56,116
     Due from sale of the continuing professional education segment                                        75,000
     Prepaid and other current assets                                                                      43,973
                                                                                                     ------------
Total current assets                                                                                      583,427
Property and equipment, net                                                                               221,023

Other assets                                                                                                7,878
                                                                                                     ------------
Total assets                                                                                         $    812,328
                                                                                                     ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable and accrued expenses                                                           $    657,762
     Deferred revenue                                                                                      87,881
     Current portion of obligations under capital lease                                                   231,186
     Other current liabilities                                                                             36,564
                                                                                                     ------------
Total current liabilities                                                                               1,013,393

Convertible debenture                                                                                      10,000
                                                                                                     ------------
Total liabilities                                                                                       1,023,393

Commitments and contingencies

Stockholders' equity:
     Preferred stock, stated value $.20 per share, 5,000,000 shares authorized; 720,000 shares
       issued and outstanding                                                                             144,000
     Common stock, $.001 par value per share, authorized 245,000,000 shares
     authorized; 102,504,456 shares issued and
       Outstanding                                                                                        102,504
     Additional paid-in capital                                                                        14,531,983
     Deferred compensation                                                                             (1,537,000)
     Warrants                                                                                             495,550
     Accumulated deficit                                                                              (13,948,102)
                                                                                                     ------------
Total stockholders' equity                                                                               (211,065)
                                                                                                     ------------
Total liabilities and stockholders' equity                                                           $    812,328
                                                                                                     ============
</TABLE>

   The accompanying notes are an integral part of these financial statements

<PAGE>

                                 ROOMLINX, INC.
                        CONDENSED STATEMENT OF OPERATIONS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                   Three months ended September 30,       Nine months ended September 30,

                                                       2004               2003               2004                 2003
                                                   -------------      -------------      -------------       -------------
<S>                                                <C>                <C>                <C>                 <C>
Revenues
    System sales and installation                  $     421,699      $     373,171      $     949,719       $   1,085,310
    Service, maintenance and usage                       202,487            130,898            526,367             347,468
                                                   -------------      -------------      -------------       -------------
                                                         624,186            504,069          1,476,086           1,432,778

Cost of revenue
    System sales and installation                        327,030            283,965            750,570             795,962
    Service, maintenance and usage                        70,305             45,912            253,627             132,087
                                                   -------------      -------------      -------------       -------------

                                                         397,335            329,877          1,004,197             928,049
                                                   -------------      -------------      -------------       -------------

Gross profit                                             226,851            174,192            471,889             504,729
                                                   -------------      -------------      -------------       -------------

Operating expenses
    Sales and marketing                                  213,867            110,390            726,817             323,781
    General and administrative                           659,368            150,142          1,120,557             410,710
    Depreciation of property and equipment                27,240             27,344             67,858              81,714
                                                   -------------      -------------      -------------       -------------

                                                         900,475            287,876          1,915,232             816,205
                                                   -------------      -------------      -------------       -------------

Loss from operations                                    (673,624)          (113,684)        (1,443,343)           (311,476)

Other income (expense)
    Interest expense                                      (8,853)           (27,567)           (37,128)            (77,013)
    Reorganization costs                                      --                 --         (6,364,996)                 --
    Foreign exchange                                     (30,474)             1,310            (22,315)            (60,292)
    Non-cash financing costs                                  --            (30,000)          (478,850)            (48,000)
                                                   -------------      -------------      -------------       -------------

Total other income (expense)                            (39,327)            (56,257)        (6,903,289)           (185,305)
                                                   -------------      -------------      -------------       -------------

Net loss                                           $    (712,951)     $    (169,941)     $  (8,346,632)      $    (496,781)
                                                   =============      =============      =============       =============

Basic net loss per share                           $       (0.01)     $       (0.01)     $       (0.11)      $       (0.03)
                                                   =============      =============      =============       =============

Diluted net loss per share                         $       (0.01)     $       (0.01)     $       (0.11)      $       (0.03)
                                                   =============      =============      =============       =============

Weighted average shares used in computation of
 basic net loss per share                            102,504,456         14,426,963         74,409,010          14,426,963

Weighted average shares used in computation of
 diluted net loss per share                          102,504,456         14,426,963         74,409,010          14,426,963
</TABLE>

   The accompanying notes are an integral part of these financial statements


<PAGE>

                                 ROOMLINX, INC.
                        CONDENSED STATEMENT OF CASH FLOWS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             Nine Months Ended September 30,

                                                                2004               2003
                                                             -----------        -----------
<S>                                                          <C>                <C>
Operating activities
    Loss for the period ..............................       $(8,346,632)       $  (496,781)
    Items not affecting cash:
       Amortization of property and equipment ........            67,858             81,714
       Amortization of capital lease obligation ......             5,812                 --
       Non-cash operating costs ......................           195,695                 --
       Non-cash reorganization costs .................         6,364,996                 --
       Non-cash financing costs ......................           478,850             48,000
       Non-cash compensation costs ...................           203,000                 --
    Change in operating assets and liabilities .......            14,594            119,133
                                                             -----------        -----------
Cash used in operating activities ....................        (1,015,827)          (247,934)
                                                             -----------        -----------

Investing activities
    Purchase of property and equipment ...............           (19,073)           (14,590)
    Proceeds from merger .............................           711,117                 --
                                                             -----------        -----------
Cash provided by (used in) investing activities ......           692,044            (14,590)
                                                             -----------        -----------

Financing activities
    Due to related parties ...........................           (72,009)           (13,517)
    Loans payable ....................................           (23,139)            70,000
    Obligations under capital lease ..................                --             30,317
    Convertible debenture ............................                --            160,000
    Issuance of common shares - cash .................           582,800                 --
                                                             -----------        -----------
Cash provided by financing activities ................           487,652            246,800
                                                             -----------        -----------
Net increase(decrease) in cash and
    cash equivalents .................................           163,869            (15,724)
Cash and cash equivalents
    (Bank overdraft), beginning of period ............             7,252             (8,182)
                                                             -----------        -----------
Cash and cash equivalents
    (Bank overdraft), end of period ..................       $   171,121        $   (23,906)
                                                             ===========        ===========

Supplement Disclosures of Cash Flow Information:
  Cash paid for interest .............................       $    17,113        $    10,000
  Satisfaction of liability to consultants through the
    issuance of common stock .........................       $   384,000        $        --
</TABLE>

   The accompanying notes are an integral part of these financial statements

<PAGE>

                                 ROOMLINX, INC.
                     NOTES TO CONDENSED 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-B and include  the  results of  RoomLinX,  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 condensed financial statements
contain all adjustments  (consisting only of normal recurring adjustments except
as otherwise disclosed herein) that the Company considers necessary for the fair
presentation of its financial  position as of September 30, 2004 and the results
of its operations  and its cash flows for the nine month period ended  September
30, 2004 and 2003. These financial statements should be read in conjunction with
the Company's audited financial  statements for the year ended December 31, 2003
included  in its  definitive  proxy  statement  filed  with the  Securities  and
Exchange Commission on June 15, 2004.

The Company provides wired networking solutions and Wireless Fidelity networking
solutions,  also  known as Wi-Fi,  for high  speed  internet  access to  hotels,
convention  centers,  corporate  apartments  and special events  locations.  The
Company  installs  and  creates  services  that  address  the  productivity  and
communications  needs of hotel guests,  convention center exhibitors,  corporate
apartment  customers  and  individual  consumers.  The  Company  specializes  in
providing  advanced Wi-Fi wireless services such as the wireless standards known
as 802.11a/b/g.

The accompanying  unaudited  condensed  financial  statements have been prepared
assuming that the Company will continue as a going concern. However, the Company
has  incurred  significant  operating  losses  since its  inception  and,  as of
September 30, 2004, had an accumulated  deficit of $13,948,000.  As of September
30, 2004, the Company had $171,000 in cash and cash  equivalents  ($52,000 as of
November 18, 2004).  Management  has evaluated  the  Company's  alternatives  to
enable it to pay its  liabilities  as they become due and payable in the current
year, reduce operating losses and obtain additional or new financing in order to
advance its business  plan. As a result,  the Company  completed the merger with
Arc Communications Inc. ("Arc"), on June 28, 2004. Additional alternatives being
considered by management  include  obtaining  financing from new lenders and the
issuance of additional  equity or debt. The Company believes these measures will
provide liquidity for it to continue as a going concern  throughout fiscal 2004,
however,  management  can provide no assurance  with respect to their success in
affecting one or more of these measures, or whether, if affected,  such measures
will provide sufficient financing to sustain operations.

These unaudited condensed  financial  statements do not reflect adjustments that
would be necessary if the going concern assumption were not appropriate  because
management  believes that the actions already taken or planned will mitigate the
adverse  conditions and events that raise doubts about the validity of the going
concern assumption used in preparing these financial statements.

Results for the interim  period are not  necessarily  indicative of results that
may be expected for the entire year.

On June 28, 2004, the Company completed its merger with Arc Communications  Inc.
formerly a full service  marketing  consulting  and New Media design firm.  As a
result of the merger,  the  stockholders  of RoomLinX before the merger received
68,378,346  shares of common stock of the Company and at the  effective  time of
the merger,  owned  approximately 62% of the outstanding  shares of the Company.
The  stockholders  of  RoomLinX  before the merger  also  received  warrants  to
purchase an  additional  11,465,001  shares of common stock of the Company.  The
transaction has been accounted for as a recapitalization, which is accounted for
similar to the  issuance of stock by RoomLinX  for the net assets of Arc with no
goodwill or other intangibles being recorded.  Concurrent with the closing,  Arc
changed its name to RoomLinX, Inc.

<PAGE>

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

INVENTORY

Inventory,  principally  wireless  devices related to Wi-Fi  installations,  are
stated at the lower of cost (first-in,  first-out) basis or market.  Inventories
are recorded net of any reserve for excess and obsolescence.

RECLASSIFICATIONS

Certain items have been reclassified to conform with the presentation adopted in
the current period.

NOTE 3 - EARNINGS PER SHARE

The Company  computes net loss per share under the  provisions  of SFAS No. 128,
"Earnings per Share" (SFAS 128), and SEC Staff  Accounting  Bulletin No. 98 (SAB
98).

Under  the  provisions  of SFAS 128 and SAB 98,  basic  net  loss  per  share is
computed  by   dividing   the   Company's   net  loss  for  the  period  by  the
weighted-average number of shares of common stock outstanding during the period.
Diluted net loss per share  excludes  potential  common  shares if the effect is
anti-dilutive.  Diluted net loss per share is  determined  in the same manner as
basic net loss per share except that the number of shares is increased  assuming
exercise of dilutive stock options and warrants using the treasury stock method.
As the  Company  had a net loss,  the impact of the  assumed  exercise  of stock
options and  warrants is  anti-dilutive  and as such,  these  amounts  have been
excluded from the calculation of diluted loss per share.

NOTE 4 - STOCK-BASED COMPENSATION

The Company  accounts for employee  stock-based  compensation in accordance with
Accounting  Principles Board (APB) Opinion No. 25,  "Accounting for Stock Issued
to  Employees",  using the  intrinsic  value  approach  to measure  compensation
expense, if any. Under this method, compensation expense is recorded on the date
of the grant only if the current  market price of the  underlying  stock exceeds
the  exercise  price.  Options  issued to  non-employees  are  accounted  for in
accordance  with  SFAS  123,  "Accounting  for  Stock-Based  Compensation",  and
Emerging  Issues Task Force  ("EITF")  Issue No. 96-18,  "Accounting  for Equity
Instruments  That Are  Issued  to Other  Than  Employees  for  Acquiring,  or in
Conjunction with Selling, Goods and Services", using a fair value approach.

SFAS No.123  established  accounting  and disclosure  requirements  using a fair
value-basis method of accounting for stock-based employee compensation plans. As
allowed by SFAS No.  123,  the  Company  has  elected to  continue  to apply the
intrinsic  value-based method of accounting described above, and has adopted the
disclosure  requirements  of SFAS No. 123. Had the Company  elected to recognize
compensation  cost based on the fair value of stock options at the date of grant
under SFAS 123, such costs would have been  recognized  ratably over the vesting
period of the underlying  instruments and the Company' net loss and net loss per
common  share  would  have  increased  or  decreased  to the pro  forma  amounts
indicated in the table below.

<TABLE>
<CAPTION>
                                                   Three months ended September 30         Nine months ended September 30,
                                                      2004                 2003                2004                2003
                                                  --------------      --------------      --------------      --------------
<S>                                               <C>                 <C>                 <C>                 <C>
Net loss, as reported                             $     (712,951)     $     (169,941)     $   (8,346,632)     $     (496,781)
Deduct:  Stock-based employee compensation
expense included in reported net loss                    203,000                  --             203,000                  --

Add:  Total stock-based employee compensation
expense determined under fair value based
method for all awards                                   (866,914)                 --            (866,914)                 --
                                                  --------------      --------------      --------------      --------------
Pro forma net loss                                $   (1,376,865)     $     (169,941)     $   (9,010,546)     $     (496,781)
                                                  ==============      ==============      ==============      ==============
Loss per share - basic, as reported               $        (0.01)     $        (0.01)     $        (0.11)     $        (0.03)
                                                  ==============      ==============      ==============      ==============
Loss per share - diluted, as reported             $        (0.01)     $        (0.01)     $        (0.11)     $        (0.03)
                                                  ==============      ==============      ==============      ==============
Pro forma loss per share - basic                  $        (0.01)     $        (0.01)     $        (0.12)     $        (0.03)
                                                  ==============      ==============      ==============      ==============
Pro forma loss per share - diluted                $        (0.01)     $        (0.01)     $        (0.12)     $        (0.03)
                                                  ==============      ==============      ==============      ==============
</TABLE>

<PAGE>

NOTE 5 - MERGER WITH ARC COMMUNICATIONS INC.

      On  June  28,   2004,   the   Company   completed   its  merger  with  Arc
Communications,  Inc.  ("Arc").  As a result of the merger,  the stockholders of
RoomLinX  before the merger  received  68,378,346  shares of common stock of the
Company and at the effective time of the merger,  owned approximately 62% of the
outstanding  shares of the  Company.  The  stockholders  of RoomLinX  before the
merger also  received  warrants to purchase an additional  11,465,001  shares of
common  stock  of the  Company.  The  transaction  has been  accounted  for as a
recapitalization,  which is  accounted  for similar to the  issuance of stock by
RoomLinX for the net assets of Arc with no goodwill or other  intangibles  being
recorded. Concurrent with the closing, Arc changed its name to RoomLinX, Inc.

      Pursuant to the Merger  Agreement  with Arc,  the Company was  required to
raise a minimum of $400,000 in  additional  capital  prior to the closing of the
merger.  During the nine months ended September 30, 2004, the Company issued and
sold  5,738,510  shares of common stock at a price of $0.11 per share  including
two year warrants to purchase a total of 2,869,255  shares of common stock at an
exercise  price  of  $0.22  per  share  for  gross  proceeds  of   approximately
$624,000(issue  costs of  approximately  $53,000).  The total  fair value of the
warrants issued during the second quarter 2004 was determined to be $335,800 and
was recorded as a non-cash  financing cost in the statement of  operations.  Net
proceeds  from the sale of common  stock were used to  eliminate  certain of the
Company's existing liabilities  approximating $205,000,  reduce accounts payable
and accrued  expenses by  approximately  $261,000  and general  working  capital
purposes.

      In order to reduce the Company's existing debt prior to the closing of the
merger,  the  Company  issued  2,002,640  shares  of  common  stock and two year
warrants to purchase a total of 1,001,320  shares of common stock at an exercise
price of $0.22 per share in  settlement  of  approximately  $217,800 of debt and
liabilities.  Furthermore,  the Company issued  1,315,784 shares of common stock
and two year  warrants to purchase a total of 657,892  shares of common stock at
an exercise  price of $0.22 per share to  unrelated  parties as a fee related to
the private  placement.  In lieu of cash  compensation to certain  employees and
unrelated  vendors,  the Company issued 1,535,541 shares of common stock and two
year  warrants  to  purchase  a total of  767,770  shares of common  stock at an
exercise price of $0.22 per share.

      Additionally,  during February 2004, Arc closed 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 16,666,666 shares of common stock at
a price of $.075 per share including  three-year warrants to purchase a total of
8,333,333 shares of 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 merger of  approximately  $50,000 and
working capital for the surviving corporation after the merger was completed.

      The following  related parties  participated  in Arc's private  placement:
Peter A. Bordes,  Jr., chairman and then 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,  purchased  $100,000 of common
stock and warrants; Deborah Berkley, the wife of Richard Berkley, a principal of
Roccus Capital, 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.

NOTE 6 - 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, Arc Communications, Inc.
issued,  during the first  quarter of 2004 an aggregate  of 1,600,000  shares of
common  stock to  Alliance  Advisors  and Roccus  Capital  Partners,  L.L.C.  in
satisfaction of the liability.


<PAGE>


NOTE 7 - CONVERTIBLE DEBENTURE

The debenture balance of $10,000 is the remaining balance of a private placement
of  debentures  having an  aggregate  subscription  level of  $380,000  of which
$370,000 was converted into common stock at $0.40 per share immediately prior to
the closing of the merger of the Company  with Arc.  Each  debenture  has a face
value  of  $10,000  and has a term  of two  years,  expiring  at  various  dates
beginning November 1, 2004. All or any portion of the outstanding  principal sum
and  accrued  interest of each  debenture  is  convertible  at the option of the
subscriber  into  common  shares of the Company at a price of $0.50 per share if
converted on or before the due date.  The  debentures are due and payable on the
due date, if not converted prior to the due date. As security for the payment of
the principal and interest,  the Company has granted a general security interest
on all of its present and after-acquired personal property and a floating charge
over all of its present and after-acquired real property. Each debenture carries
interest at the rate of 12% per annum, payable quarterly.

For each  $1.00  invested,  each  debenture  holder was also  granted  two share
purchase warrants, entitling the holder to purchase one share of common stock at
a price of $0.75. The warrants have a two-year term. The total fair value of the
warrants issued during the year was determined to be $54,000 and was recorded as
a non-cash financing cost in the statement of operations.

NOTE 8 - SEGMENTED DISCLOSURES

The Company  manages it  operations  in one business  segment,  the provision of
wireless high-speed Internet network solutions to hotels, conference centers and
commercial  buildings.  The Company  attributes revenue among geographical areas
based on the location of the customers involved.  The following table presents a
summary of total revenues by geographical region:


                      THREE MONTHS ENDED               NINE MONTHS ENDED
                        SEPTEMBER 30,                    SEPTEMBER 30,
                    -----------------------       --------------------------
                      2004           2003            2004            2003
                    --------       --------       ----------      ----------
United States       $600,368       $481,053       $1,400,831      $1,336,712
Canada                23,818         23,016           75,255          96,066
                    --------       --------       ----------      ----------
                    $624,186       $504,069       $1,476,086      $1,432,778
                    ========       ========       ==========      ==========


The following table presents a summary of property and equipment by geographical
region:

                               SEPTEMBER 30,
                        -------------------------
                          2004             2003
                        --------         --------
United States           $151,292         $200,316
Canada                    69,731           90,705
                        --------         --------
                        $221,023         $291,021
                        ========         ========



<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

GENERAL

RoomLinX,  Inc., a Nevada  corporation  ("We," "Us" or the "Company"),  provides
wired networking  solutions and Wireless  Fidelity  networking  solutions,  also
known as Wi-Fi,  for high speed internet access to hotels,  convention  centers,
corporate  apartments and special  events  locations.  The company  installs and
creates services that address the productivity and communications needs of hotel
guests,  convention  center  exhibitors and corporate  apartment  customers.  We
specialize in providing  advanced Wi-Fi  wireless  services such as the wireless
standards known as 802.11a/b/g.

Hotel  customers  sign  long-term  service  agreements,  where  we  provide  the
maintenance  for the  networks,  as well as the  right to  provide  value  added
services over the network.

We derive our revenues primarily from the installation of the wired and wireless
networks we provide to hotels,  convention centers and apartment  buildings.  We
derive  additional  revenue from the  maintenance of these  networks.  Customers
typically  pay a one-time fee for the  installation  of the network and then pay
monthly maintenance fees for the upkeep and support of the network. During March
1999, we commenced offering our services commercially.  Since our inception,  we
have  invested  significant  capital to build our technical  infrastructure  and
network  operations.  We have incurred  operating losses since our inception and
expect to incur  operating  losses for at least the next 3 fiscal  quarters.  We
will need to increase our installation and maintenance  revenues and improve our
gross margins to become profitable and sustain  profitability on a quarterly and
annual basis.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  discusses  our  financial  statements,  which have been  prepared in
accordance with accounting  principles  generally accepted in the United States.
The  preparation  of these  financial  statements  requires  management  to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses,  and the related  disclosures  of  contingent  assets and
liabilities.  On an on-going  basis,  management  evaluates  its  estimates  and
judgments,  including  those  related  to  revenue  recognition,  allowance  for
doubtful  accounts and property and equipment  valuation.  Management  bases its
estimates and judgments on  historical  experience  and on various other factors
that are believed to be reasonable under the circumstances, the results of which
form the basis for  making  judgments  about the  carrying  values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions and conditions.

Management  believes the following critical accounting  policies,  among others,
affect its more  significant  judgments and estimates used in the preparation of
its consolidated financial statements. Our system sales and installation revenue
primarily consists of wired and wireless network equipment and installation fees
associated  with the network and is recognized as revenue when the  installation
is  completed  and the customer has  accepted  such  installation.  Our service,
maintenance and usage revenue,  which primarily consists of monthly  maintenance
fees related to the upkeep of the network,  is  recognized on a monthly basis as
services are provided.  We estimate the collectibility of our trade receivables.
A  considerable  amount of  judgment  is  required  in  assessing  the  ultimate
realization of these receivables,  including  analysis of historical  collection
rates and the current  credit-worthiness of significant customers. We capitalize
and subsequently depreciate our property and equipment over the estimated useful
life of the asset. In assessing the  recoverability of our long-lived assets, we
must make certain assumptions  regarding the useful life and contribution to the
estimated future cash flows. If such assumptions change in the future, we may be
required to record impairment charges for these assets not previously  recorded.
We have incurred substantial  operating losses since our inception.  As a result
of such operating  losses, we have recorded a substantial net operating loss for
tax purposes. In light of our historical operating results, we have not recorded
a deferred tax asset due to the uncertainty surrounding future income.


<PAGE>


FORWARD-LOOKING STATEMENTS

The  statements  contained in this  quarterly  report  (including our statements
regarding  future  revenue) that are not based on historical  fact are "forward-
looking statements" within the meaning of Section 21E of the Securities Exchange
Act of 1934, as amended.  Forward-  looking  statements may be identified by the
use of forward-looking  terminology such as "may," "will," "expect," "estimate,"
"anticipate,"  "continue,"  or similar  terms,  variations  of such terms or the
negative of those  terms.  Such  forward-looking  statements  involve  risks and
uncertainties,  including,  but not limited to: (i) our history of  unprofitable
operations,  both with respect to our core business and the business  previously
performed by Arc Communications,  (ii) the significant  operating losses that we
have  incurred  to date,  (iii) our lack of  liquidity  and need for  additional
capital  which we may not be able to obtain on favorable  terms or at all,  (iv)
the "going concern"  qualification  that  accompanies our financial  statements,
which,  among  other  things,  may make it more  difficult  for us to raise  the
additional capital that we require in order to remain in business,  (v) the fact
that we have been  required to operate  with a working  capital  deficit,  which
limits  our  operating  flexibility  and  opportunities  (vi) the  substantially
greater  resources  available to many of our competitors,  (vii) our expectation
that we will continue to operate at a loss for the  foreseeable  future,  (viii)
our  lack  of  capital,  which  substantially   restricts  our  flexibility  and
opportunity  to  increase  our  revenues,  (ix)  the  importance  to us that our
offerings remain technologically advanced if we are to attract new customers and
maintain existing customers. (x) our dependence on certain key employees and key
suppliers, (xi) risks associated with potential intellectual property claims and
(xii) the impact on our business and industry of general economic conditions and
regulatory  developments.  Such risks and others are more fully described in the
"Risk  Factors"  set  forth in our  filings  with the  Securities  and  Exchange
Commission.  Our  actual  results  could  differ  materially  from  the  results
expressed in, or implied by, such forward- looking statements.


<PAGE>

RESULTS OF OPERATIONS

Three months ended  September 30, 2004 Compared to Three months ended  September
30, 2003

System sales and installation  revenue.  System sales and  installation  revenue
increased to $422,000 for the quarter ended September 30, 2004 from $373,000 for
the quarter  ended  September 30, 2003.  During the quarter ended  September 30,
2004,  we  obtained 9 new  customers  as  compared to 12 in the same period last
year;  revenue  increased  due to the size of the  customers  added.  During the
quarter  ended  September  30,  2004,  the  average  revenue  per  customer  was
approximately  $47,000 as compared to $31,000  during the same period last year.
Due to the nature of our business,  revenue  fluctuations may occur from time to
time  based on the size of the new  customer  contracts  during the  period.  We
expect  the  system  sales and  installation  revenue  to  increase  during  the
remainder of 2004 as we continue to expand our customer base.

Service,  maintenance and usage revenue. Service,  maintenance and usage revenue
increased to $202,000 for the quarter ended September 30, 2004 from $131,000 for
the quarter ended  September  30, 2003.  The increase was due an increase in the
number of customers we service on a recurring basis to 76, or 19,608 rooms as of
September  30, 2004 as compared to 41 or 10,445 rooms as of September  30, 2003.
We anticipate  that service,  maintenance and usage revenue will increase during
the remainder of 2004 as we continue to increase our customer base.

Cost of  system  sales  and  installation  revenue.  Cost of  system  sales  and
installation  revenue  increased to $327,000 for the quarter ended September 30,
2004 from  $284,000 for the quarter ended  September 30, 2003.  The increase was
primarily  attributable to the corresponding  increase in revenue. We anticipate
that cost of system  sales and  installation  revenue will  increase  during the
remainder of 2004 as we continue to expand our customer base.

Cost of service, maintenance and usage revenue. Cost of service, maintenance and
usage revenue increased to $70,000 for the quarter ended September 30, 2004 from
$46,000 for the quarter  ended  September  30, 2003.  Such  increase is directly
attributable to the increased  corresponding revenue. We anticipate that cost of
service,  maintenance  and usage revenue will  increase  during the remainder of
2004 as we continue to increase service, maintenance and usage revenues.

Sales and  marketing.  Sales and  marketing  expense  increased  by  $104,000 to
$214,000  during the quarter  ended  September  30, 2004 from  $110,000  for the
quarter ended  September 30, 2003.  Such increase is  attributable  to increased
personnel and personnel  related  costs of $63,000,  as well as more  aggressive
sales  initiatives such as travel related costs of $27,000 and advertising costs
of $13,000.  During the  remainder of 2004,  we  anticipate  sales and marketing
expense to increase as we continue with our more aggressive  sales and marketing
initiatives.

General and  administrative.  General and  administrative  expense  increased by
$509,000 to $659,000 for the quarter ended  September 30, 2004 from $150,000 for
the quarter ended  September 30, 2003. The increase is attributable to increased
personnel and personnel related costs of $97,000, non-cash employee compensation
of $203,000,  office  related  expenses such as rent,  telephone and supplies of
$78,000,  and travel and professional fees of $131,000.  During the remainder of
2004 we  anticipate  general  and  administrative  costs to  increase  since the
Company became a publicly  traded entity  pursuant to its merger with Arc, which
will further increase personnel costs as well as professional fees.

Depreciation  of property and equipment.  Depreciation of property and equipment
remained constant at $27,000 for the quarters ended September 30, 2004 and 2003.
We  anticipate  amortization  of  property  and  equipment  will  decrease  as a
percentage  of total  revenue as we do not  expect  major  capital  expenditures
during the remainder of 2004.

Interest  expense.  Interest  expense  decreased  by  $19,000  to $9,000 for the
quarter ended  September  30, 2004 from $28,000 for the quarter ended  September
30, 2003.  The decrease is  attributable  to the  retirement of our  convertible
debt.  We expect that  interest  expense  may  increase if we are able to borrow
funds to meet our needs for working capital.


<PAGE>


Foreign exchange.  Foreign exchange income/expense  decreased $31,000 to $30,000
of expense for the quarter  ended  September  30, 2004 from income of $1,000 for
the quarter ended September 30, 2003. The increased expense primarily relates to
the exchange rate fluctuations  between the U.S. Dollar and the Canadian Dollar.
We currently  incur  operating  expenses in Canadian  dollars but derive a large
portion of revenue and cost of revenue  from U.S.  sources  denominated  in U.S.
dollars.  Due to daily  fluctuations  in the foreign  exchange rates between the
U.S.  and Canada,  as well as the  increasing  business we are  recording in the
United  States,  we are not in the  position  to estimate  what such  expense or
income will be during the remainder of 2004. (See - "Foreign  Currency  Exchange
Rate Risk")

Non-cash  financing  costs.  Non-cash  financing costs decreased to zero for the
quarter  ended  September  30, 2004 as compared to $30,000 for the quarter ended
September 30, 2003. The decrease  relates to the completion of financing  during
the third  quarter  2003.  We may incur  non-cash  financing  costs  during  the
remainder of 2004 if the Company  enters into a transaction  that may cause such
costs to arise.


Nine months ended September 30, 2004 Compared to Nine months ended September 30,
2003

System sales and installation  revenue.  System sales and  installation  revenue
decreased  to $950,000  during the nine  months  ended  September  30, 2004 from
$1,085,000 for the nine months ended  September 30, 2003.  While during the nine
months  ended June 30, 2004,  we obtained 26 new  customers as compared to 24 in
the same period last year,  revenue  decreased  due to the size of the customers
added.  During the nine months ended September 30, 2004, the average revenue per
customer was approximately $37,000 as compared to $45,000 during the same period
last year.  Due to the nature of our business,  revenue  fluctuations  may occur
from time to time  based on the size of the new  customer  contracts  during the
period.

Service,  maintenance and usage revenue. Service,  maintenance and usage revenue
increased to $526,000 for the nine months ended September 30, 2004 from $347,000
for the nine  months  ended  September  30,  2003.  The  increase  was due to an
increase in the number of  customers  we service on a  recurring  basis to 76 or
19,608  rooms as of September  30,  2004,  an increase of 9,163 rooms during the
nine months  ended  September  30, 2004 as compared to 41 or 10,445  rooms as of
September 30, 2003.

Cost of  system  sales  and  installation  revenue.  Cost of  system  sales  and
installation  revenue  decreased to $751,000 for the nine months ended September
30, 2004 from  $796,000  for the nine  months  ended  September  30,  2003.  The
decrease was directly attributable to the decreased corresponding revenue during
the same period. Such costs increased during the nine months ended September 30,
2004 as a larger  percentage of revenue as compared to the same period last year
due to the reduced size of each project during the current period.

Cost of service, maintenance and usage revenue. Cost of service, maintenance and
usage revenue increased to $254,000 for the nine months ended September 30, 2004
from  $132,000  for the nine  months  ended June 30,  2003.  . Such  increase is
directly attributable to the increased corresponding revenue.

Sales and  marketing.  Sales and  marketing  expense  increased  by  $403,000 to
$727,000  during the nine months ended  September 30, 2004 from $324,000 for the
nine months ended September 30, 2003. Such increase is attributable to increased
personnel and personnel related costs of $292,000, which includes non-cash share
based compensation of $120,000 paid to certain employees,  increased advertising
costs of $36,000,  as well as more aggressive  sales  initiatives such as travel
related costs of $75,000.

General and  administrative.  General and  administrative  expense  increased by
$710,000  to  $1,121,000  for the nine  months  ended  September  30,  2004 from
$411,000  for the  nine  months  ended  September  30,  2003.  The  increase  is
attributable  to increased  personnel and  personnel  related costs of $390,000,
which  includes  non-cash share based  compensation  of $223,000 paid to certain
employees,  office  related  expenses  such as rent,  telephone  and supplies of
$118,000, and travel and professional fees of $210,000.

Depreciation  of property and equipment.  Depreciation of property and equipment
decreased to $68,000 for the nine months ended September 30, 2004 as compared to
$82,000 for the nine months ended  September 30, 2003. The decrease is primarily
related to assets that were fully  depreciated  during 2003 and smaller  capital
expenditures during 2003 and the nine months ended September 30, 2004.


<PAGE>


Interest  expense.  Interest expense decreased 52% or $40,000 to $37,000 for the
nine months ended  September 30, 2004 as compared to $77,000 for the nine months
ended  September  30, 2003.  The decrease is primarily due to an increase in our
convertible  debt and loans  payable  during 2003.  As of June 30, 2004,  we had
renegotiated all, except for $10,000, of our then outstanding  convertible notes
and  loans  into  equity as part of our  merger  with Arc  Communications,  Inc.
effective June 28, 2004.

Reorganization  costs.  In connection  with the merger with Arc, the transaction
was  accounted for as a  recapitalization  of RoomLinX.  Under  recapitalization
accounting,  RoomLinX  effectively  issued  its  stock in  exchange  for the net
monetary  liabilities  of Arc.  Accordingly,  RoomLinX  has recorded a one-time,
non-cash reorganization cost related to the difference between the fair value of
Arc's  common  stock on the date of the merger  agreement  and the net assets of
Arc.

Foreign exchange.  Foreign exchange expense decreased $38,000 to $22,000 for the
nine months ended  September 30, 2004 as compared to $60,000 for the nine months
ended  September  30,  2003.  The  decreased  expense  primarily  relates to the
exchange rate  fluctuations  between the U.S. Dollar and the Canadian Dollar. We
currently  incur  operating  expenses  in  Canadian  dollars  but derive a large
portion of revenue and cost of revenue  from U.S.  sources  denominated  in U.S.
dollars.  Due to daily  fluctuations  in the foreign  exchange rates between the
U.S.  and Canada,  as well as the  increasing  business we are  recording in the
United  States,  we are not in the  position  to estimate  what such  expense or
income will be during the remainder of 2004. (See - "Foreign  Currency  Exchange
Rate Risk")

Non-cash  financing  costs.  Non-cash  financing  costs  increased  $431,000  to
$479,000 for the nine months ended September 30, 2004 as compared to $48,000 for
the nine months  ended  September  30, 2003.  The  increase is primarily  due to
expenses  recorded with respect to the issuance of warrants in  connection  with
certain equity and debt financings during the period.


LIQUIDITY AND CAPITAL RESOURCES

Since our inception,  we financed our operations  through private  placements of
our equity securities,  our convertible  debentures and shareholder loans, which
resulted  in  aggregate  net  proceeds of  approximately  $6.4  million  through
September  30, 2004.  On June 28, 2004,  we completed  our merger with Arc which
resulted  in  cash  contributed  from  Arc of  approximately  $711,000,  the net
proceeds of which were used to extinguish  certain short term  liabilities,  pay
accounts payable, pay accrued expenses and for other working capital purposes.

We have  incurred  significant  operating  losses since our  inception and as of
September 30, 2004 have an accumulated deficit of $13.9 million. During the nine
months ended  September 30, 2004, we incurred a net loss of $8,347,000  and used
$1,016,000 of cash to fund operating activities. As of September 30, 2004 we had
$171,000 in cash and cash equivalents ($52,000 at November 18, 2004). Management
has evaluated the Company's  alternatives to enable it to pay its liabilities as
they become due and payable in the current  year,  reduce  operating  losses and
obtain  additional or new financing in order to advance its business  plan. As a
result,  the Company completed the merger with Arc on June 28, 2004.  Additional
alternatives  being  considered  by  management  include,   among  other  things
obtaining  financing from new lenders and the issuance of additional  equity and
debt.  The Company  believes  these  measures  will provide  liquidity for it to
continue as a going concern  throughout  fiscal 2004,  however,  management  can
provide no assurance  with respect to their  success in affecting one or more of
these measures,  or whether, if affected,  such measures will provide sufficient
financing to sustain  operations.  At this time,  we do not have any bank credit
under which we may borrow funds for working  capital or other general  corporate
purposes.

Net cash used in operating  activities  was  $1,016,000 for the nine month ended
September  30,  2004.  The  principal  use of cash was to fund our  losses  from
operations.  During the period,  cash used for operating  activities included an
increase in  inventory  and work in progress of $85,000 and a decrease in due to
related parties of $182,000.  The decrease in due to related parties is a result
of payment from proceeds of the private  placement,  which was completed  during
the second quarter of 2004.

Net cash provided by investing activities was $692,000 for the nine months ended
September 30, 2004. The cash provided by investing  activities  was  principally
derived  from  the net  proceeds  from the  merger  with  Arc in the  amount  of
$711,000,  which was offset in part by the purchase of property and equipment in
the  amount of  $19,000.  During the  fourth  quarter of 2004,  we expect to use
approximately   $10,000  of  cash  in  investing   activities   through  capital
expenditures to expand our technical support  capabilities  through the purchase
of certain computer equipment.


<PAGE>


Net cash provided by financing activities was $488,000 for the nine months ended
September 30, 2004. The cash provided by financing activities primarily resulted
from  the  issuance  of  common  shares,  which  was  partially  offset  by  the
extinguishment of certain  liabilities.  During the remainder of 2004, we expect
to provide cash in financing  activities through the sale of additional debt and
equity securities, as described below.

As of September 30, 2004,  our principal  commitments  consisted of  obligations
outstanding under capital and operating leases and convertible debt, which total
$480,000.  As of September 30, 2004,  future minimum payments for capital leases
and non-cancelable  operating leases having terms in excess of one year amounted
to $0 and $239,000,  respectively, of which $19,000 is payable on non-cancelable
operating leases in the remainder of 2004.

We have evaluated our  alternatives  to enable us to pay our liabilities as they
become due and payable in the current year,  reduce  operating losses and obtain
additional or new financing in order to advance our business plan.  Alternatives
being  considered  by us  include,  among  others,  completing  a  merger/public
financing,  obtaining  financing from new lenders and the issuance of additional
equity. We believe these measures will provide liquidity for us to continue as a
going concern throughout fiscal 2004,  however, we can provide no assurance with
regard thereto.  Our failure to raise financing or reduce  operating  losses may
result in our need to reduce operations substantially.

We are seeking to address certain of our liquidity concerns. We expect to borrow
up to $500,000 from certain private lenders in exchange for 10% promissory notes
maturing six months from the date of issuance and warrants to purchase shares of
our common stock.

Furthermore, on November 19, 2004, we entered into a Standby Equity Distribution
Agreement  with  Cornell  Capital  Partners,  LP,  an  accredited  investor,  in
connection  with a 24-month,  $5.0 million equity line of credit  facility.  The
agreement  contemplates  the  potential  future  issuance and sale of up to $5.0
million of our common stock to Cornell Capital Partners,  LP, subject to certain
restrictions  and  other   obligations   (including  the  requirement  that  the
underlying  shares of common stock  issuable to the investor  under the facility
shall  have  been  registered  on an  appropriate  registration  form  under the
Securities Act of 1933). We may request advances under the equity line of credit
once the  underlying  shares are  registered  with the  Securities  and Exchange
Commission.  Thereafter,  we may  continue  to request  advances  until  Cornell
Capital  Partners has advanced  $5,000,000 or two years after the effective date
of the registration statement,  whichever occurs first. Cornell Capital Partners
is a private limited partnership whose business operations are conducted through
its general partner, Yorkville Advisors, LLC.

Pursuant to the equity line of credit,  we may, at our discretion,  periodically
sell to  Cornell  Capital  Partners  during  the  effectiveness  of the  related
registration statement,  shares of common stock for a total purchase price of up
to $5.0  million.  Each such  periodic  sale of shares is known as an advance or
drawdown.  We may request an advance every six trading days.  The maximum amount
of each  advance is  $250,000.  Each  advance will close 6 trading days after we
give  written  notice  of such  advance,  at  which  time we  will  deliver  the
appropriate  number of shares of our common stock to Cornell  Capital  Partners,
L.P.  against  payment of the  advance  amount.  For each share of common  stock
purchased under the equity line of credit and subject to certain  qualifications
relating  to the manner in which bid prices are to be  calculated  for  specific
trading days,  Cornell  Capital  Partners will pay 98% of the lowest closing bid
price on the OTC Bulletin  Board,  or such other  principal  market on which our
common stock may then be traded, for the 5 days immediately following the notice
date.  Further,  Cornell  Capital  Partners  will retain 5% of each advance as a
commitment fee.

The amount of capital  available  under the  equity  line of credit  will not be
dependent on the price or volume of our common stock.  Cornell Capital  Partners
may not own more than 9.9% of our outstanding  common stock at any time. Because
Cornell Capital Partners can repeatedly acquire and sell shares, this limitation
does not limit the potential  dilutive effect or the total number of shares that
Cornell Capital Partners may receive under the equity line of credit.

We have issued to Cornell Capital Partners 1,100,000 shares of common stock as a
commitment  fee under the  equity  line of  credit.  In  addition,  we have also
issued,  as a placement  fee,  66,667  shares of our common  stock to  Newbridge
Securities Corporation.


<PAGE>


The net proceeds  realized or to be realized by us from these  transactions have
and are to be used  principally  for debt  repayment and other  working  capital
purposes.

The following  table  summarizes  our  contractual  obligations at September 30,
2004, and the effect such  obligations are expected to have on our liquidity and
cash flows in future periods.


<TABLE>
<CAPTION>

                                                        LESS
                                                        THAN       1-3        4-5       AFTER
SEPTEMBER 30, (IN THOUSANDS)                TOTAL      1 YEAR      YEARS     YEARS      5 YEARS
                                            ------     ------     ------     ------     -------
<S>                                         <C>        <C>        <C>        <C>        <C>
Contractual Obligations:
    Capital lease obligations               $  231     $  231     $   --     $   --     $    --
      Convertible debentures                    10         --         10                     --
      Operating lease obligations              239         76        163         --          --
                                            ------     ------     ------     ------     -------

     Total contractual cash obligations     $  480     $  307     $  173     $   --     $    --
                                            ======     ======     ======     ======     =======
</TABLE>


FOREIGN CURRENCY EXCHANGE RATE RISK

A  portion  of our  expenses,  primarily  general  and  administrative  expenses
relating to our Vancouver,  British Columbia,  Canada office, are denominated in
Canadian dollars while our functional  currency is the U.S.  dollar.  During the
quarter ended  September 30, 2004, as a result of  appreciation  of the Canadian
dollar relative to the U.S.  dollar,  we realized  foreign  currency  expense of
approximately  $30,000. In the event the Canadian dollar continues to appreciate
in 2004 we will experience  additional  foreign  currency  expense.  Holding all
other variables constant and on a hypothetical  basis, a further 10% decrease in
the value of the Canadian  dollar against the U.S. dollar over 2004 would result
in approximately $9,000 in foreign currency losses for the year.  Conversely,  a
10% increase over 2004 would result in approximately $54,000 in foreign currency
losses for the year.

We will continue to monitor our exposure to foreign  currency  fluctuations  and
although we have never used  financial  hedging  techniques  to date, we may use
them in the future to minimize the effect of these  fluctuations.  Nevertheless,
we cannot  assure  you that these  fluctuations  will not  adversely  affect our
results of operations in the future.


RECENT ACCOUNTING PRONOUNCEMENTS

In   December    2002,    SFAS   No.    148,    Accounting    for    Stock-Based
Compensation-Transition and Disclosure, was issued. SFAS No. 148 amends SFAS No.
123, Accounting for Stock-Based Compensation,  to provide alternative methods of
transition  for a voluntary  change to the fair value method of  accounting  for
stock-based  employee  compensation.  In  addition,  SFAS  No.  148  amends  the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and  interim  financial  statements  about the method of  accounting  for
stock-based  employee  compensation  and the  effect of the  method  used on the
reported  results.  The disclosure  provisions of SFAS No. 148 are effective for
financial statements for fiscal years ending after December 15, 2002 and interim
periods beginning after December 15,2002. The adoption of this statement did not
impact our financial position, results of operations or cash flows.

In May 2003, the FASB issued Statement No. 150, Accounting for Certain Financial
Instruments  with  Characteristics  of both  Liabilities  and Equity  ("SFAS No.
150").  SFAS No. 150  establishes  standards  for  classifying  and measuring as
liabilities certain financial  instruments that embody obligations of the issuer
and have characteristics of both liabilities and equity. SFAS No. 150 represents
a  significant  change in practice in the  accounting  for a number of financial
instruments,  including  mandatorily  redeemable equity  instruments and certain
equity  derivatives.  SFAS No. 150 is effective  for all  financial  instruments
created or modified after May 31, 2003,  and to other  instruments as of July 1,
2003.  We have  adopted  the  provisions  of SFAS No. 150 , which did not have a
material impact on our results of operations and financial position.


<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 6. EXHIBITS



(a)   Exhibits.

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

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



<PAGE>



                                   SIGNATURES

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


Date: November 19, 2004

ROOMLINX, INC.

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