UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933


                                 ROOMLINX, INC.
             (Exact Name of Registrant as Specified in Its Charter)

          Nevada                                      22-3201557
(State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
Incorporation or Organization)


                        401 HACKENSACK AVENUE, 3RD FLOOR
                          HACKENSACK, NEW JERSEY 07601
          (Address, including Zip Code, of Principal Executive Offices)

                     ROOMLINX, INC. LONG-TERM INCENTIVE PLAN
                            (Full Title of the Plan)

                                 Aaron Dobrinsky
                             Chief Executive Officer
                                 RoomLinX, Inc.
                        401 Hackensack Avenue, 3rd Floor
                          Hackensack, New Jersey 07601
                                 (201) 525-1777

            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)
                             ----------------------

                                   Copies to:
                              Alan C. Ederer, Esq.
                 Westerman Ball Ederer Miller & Sharfstein, LLP
                              170 Old Country Road
                             Mineola, New York 11501

                             ----------------------

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

----------------------- --------------------- -------------------- --------------------- --------------------
 Title of securities        Amount to be       Proposed maximum      Proposed maximum         Amount of
   to be registered          registered       offering price per    aggregate offering    registration fee
                                                     share                price
----------------------- --------------------- -------------------- --------------------- --------------------
<S>           <C>       <C>                   <C>                  <C>                   <C>
Common Stock, $.001     25,000,000            $0.23                $5,750,000            $728.53
Par Value
----------------------- --------------------- -------------------- --------------------- --------------------
</TABLE>

<PAGE>

(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of shares of Common
Stock that may be issuable pursuant to anti-dilution provisions contained in the
RoomLinX, Inc. Long-Term Incentive Plan (the "Plan").

(2) Estimated solely for the purpose of calculating the registration fee. Such
estimate has been computed in accordance with Rule 457(c) and Rule 457(h)(1)
based on the average of the closing bid and asked prices of the Registrant's
Common Stock on June 25, 2004.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information

         Not filed with this Registration Statement.

Item 2.  Company Information and Employee Plan Annual Information

         Not filed with this Registration Statement.



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  Incorporation of Documents by Reference.

      The following documents filed by RoomLinX, Inc. ("RoomLinX" or the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement:

1. Registrant's Proxy Statement on Schedule 14A filed with the Commission on
June 15, 2004.

2. The Registrant's Form 8-K filed with the Commission on March 31, 2004 and
Form 8-K/A filed with the Commission on April 7, 2004.

      All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, hereby are incorporated herein by reference and shall be
deemed a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.


                                       2
<PAGE>

ITEM 4.  Description of Securities.

         Not applicable.


ITEM 5.  Interests of Named Experts and Counsel.

         Not applicable.

ITEM 6.  Indemnification of Directors and Officers.

      Subsection 1 of Section 78.7302 of the Nevada General Corporation Law
("NGCL") provides that a corporation may indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (except in an action brought by or on behalf of the corporation)
if that person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by that person in connection with
such action, suit or proceeding, if that person acted in good faith and in a
manner which that person reasonably believed to be in, or not opposed to, the
best interests of the corporation, and, with respect to any criminal action or
proceedings, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, alone, does not
create a presumption that the person did not act in good faith and in a manner
which the person reasonably believed to be in, or not opposed to, the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, the person had reasonable cause to believe his action was unlawful.

      Subsection 2 of Section 78.7502 of the NGCL provides that a corporation
may indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit brought by or on
behalf of the corporation to procure a judgment in its favor because the person
acted in any of the capacities set forth above, against expenses, including
amounts paid in settlement and attorneys' fees, actually and reasonably incurred
by that person in connection with the defense or settlement of such action or
suit, if the personal acted in accordance with the standard set forth above,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged by a court of competent
jurisdiction after exhaustion of all appeals therefrom to be liable to the
corporation or for amounts paid in settlement to the corporation unless and only
to the extent that the court in which such action or suit was brought or other
court of competent jurisdiction determines that, in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.


                                       3
<PAGE>

      Section 78.751 of the NGCL provides that unless indemnification is ordered
by a court, the determination to provide indemnification must be made by the
stockholders, by a majority vote of a quorum of the board of directors who were
not parties to the action, suit or proceeding, or in specified circumstances by
independent legal counsel in a written opinion. In addition, the articles of
incorporation, bylaws or an agreement made by the corporation may provide for
the payment of the expenses of a director or officer of the expenses of
defending an action as incurred upon receipt of an undertaking to repay the
amount if it is ultimately determined by a court of competent jurisdiction that
the person is not entitled to indemnification. Section 78.751 of the NGCL
further provides that, to the extent a director or officer of a corporation has
been successful on the merits or otherwise in the defenses of any action, suit
or proceeding referred to in subsection (1) and (2), or in the defense of any
claim, issue or matter therein, that person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by that
person in connection therewith; that indemnification provided for by Section
78.751 of the NGCL shall not be deemed exclusive of any other rights to which
the indemnified party may be entitled and that the scope of indemnification
shall continue as to directors, officers, employees or agents who have ceased to
hold such positions, and to their heirs, executors and administrators.

      Finally, Section 78.752 of the NGCL provides that a corporation may
purchase and maintain insurance on behalf of a director, officer, employee or
agent of the corporation against any liability asserted against him or incurred
by him in any such capacity or arising out of his status as such whether or not
the corporation would have the authority to indemnify him against such
liabilities and expenses.

      The Registrant's Amended and Restated Articles of Incorporation provides
that no director or officer of the Corporation shall be personally liable to the
Corporation or its shareholders for damages for any breach of duty owed to the
Corporation or its shareholders, except for liability for any breach of duty
based upon an act or omission (a) in breach of such person's duty of loyalty to
the Corporation or its shareholders, (b) not in good faith or involving a
knowing violation of law or (c) resulting in receipt by such person of an
improper personal benefit. The Corporation shall have the authority to indemnify
any Corporate Agent against expenses, including attorney's fees, judgments,
fines, and amounts paid in settlement, incurred in connection with any pending
or threatened action, suit, or proceeding, with respect to which the Corporate
Agent is a party, or is threatened to be made a party, to the fullest extent
permitted by the Nevada General Corporations Law. The indemnification provided
in the Articles of Incorporation is not deemed exclusive of any other right,
including the right to be indemnified against liabilities and expenses incurred
in proceedings by or in the right of the Corporation, to which a Corporate Agent
may be entitled under any by-law, agreement, vote of shareholders or
disinterested Directors, or otherwise, both as to action in that Corporate
Agent's official capacity and as to action in another capacity. However, no
indemnification shall be made to any Corporate Agent if a judgment or other
final adjudication establishes that the Corporate Agent engaged in conduct that
(1) breached a duty of loyalty to the Corporation or its shareholders, (2) was
not undertaken in good faith, (3) involved a knowing violation of the law, or
(4) resulted in the receipt by the Agent of an improper personal benefit.
Conduct breaching the duty of loyalty is conduct that a person knows or believes
to be contrary to the best interests of the corporation or its shareholders in
connection with a matter in which he or she has a material conflict of interest.
These indemnification rights shall inure to the benefit of the heirs, executors,
and administrators of the Corporate Agent. The Corporation shall have the power
to purchase and maintain insurance on behalf of any Corporate Agent against any
liability asserted against the Corporate Agent, whether or not the Corporation
would have the power to indemnify the Corporate Agent against the liability
under the foregoing provisions. A "Corporate Agent" of the Corporation shall be
any person who is or was a director, officer, employee or agent of this
Corporation or of any constituent Corporation absorbed by this Corporation in a
consolidation or merger, and other persons serving at the request of the
Corporation as a director, officer, trustee, employee, or agent of another
corporation, association, partnership, joint venture, trust, or other
enterprise.


                                       4
<PAGE>

ITEM 7.  Exemption from Registration Claimed.

         Not applicable.

ITEM 8.  Exhibits.

4(d)  RoomLinX, Inc. Long-Term Incentive Plan

5.1   Opinion of Westerman Ball Ederer Miller & Sharfstein, LLP, as to the
      legality of the securities being registered

23.1  Consent of Deloitte & Touche LLP.

24    Power of Attorney (included on signature page hereto).

----------------------

ITEM 9.  Undertakings.

      The undersigned registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

            (a) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

            (b) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;

            (c) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;


                                       5
<PAGE>

      Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.

      (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act against such
liabilities (other than the payment by the registrant in the successful defense
of an action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel, the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.


                                       6
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
RoomLinX certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in City of Hackensack, State of New Jersey, on this 22nd day of
July, 2004

ROOMLINX, INC.


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

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

/s/ Aaron Dobrinsky
---------------------
Aaron Dobrinsky
Chief Executive Officer and Director

July 23, 2004

/s/ Frank Elenio
---------------------
Frank Elenio
Chief Financial Officer and Director

July 23, 2004

/s/ Peter A. Bordes, Jr.
---------------------
Peter A. Bordes, Jr.
Director

July 23, 2004

/s/ Robert Lunde
---------------------
Robert Lunde
Director

July 23, 2004

/s/ Herbert I Hunt, III
---------------------
Herbert I. Hunt, III
Director

July 23, 2004

      KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Aaron Dobrinsky and Frank Elenio,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution for him and in his name, place and stead in any and all
capacities, to sign any and all amendments to this Registration Statement
(including post-effective amendments), and to file the same with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming what said attorneys-in-fact and agents or their substitutes may
lawfully do or cause to be done by virtue hereof.


                                       7
<PAGE>

/s/ Peter A. Bordes, Jr.
---------------------
Peter A. Bordes, Jr.
Director

July 23, 2004

/s/ Robert Lunde
---------------------
Robert Lunde
Director

July 23, 2004

/s/ Herbert I Hunt, III
---------------------
Herbert I. Hunt, III
Director

July 23, 2004


                                       8
<PAGE>

                                INDEX TO EXHIBITS

Exhibit No.       Description

4(d)              RoomlinX, Inc. Long-Term Incentive Plan

5.1               Opinion of Westerman Ball Ederer Miller & Sharfstein, LLP, as
                  to the legality of the securities being registered

23.1              Consent of Deloitte & Touche LLP

24                Power of Attorney (included on signature page hereto)



                                       9
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{"company-data": {"conformed-name": "ARC COMMUNICATIONS INC", "cik": "0001021096", "assigned-sic": "8742", "irs-number": "223201557", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-117620", "film-number": "04929104"}, "business-address": {"street1": "788 SHREWSBURY AVE", "city": "TINTON", "state": "NJ", "zip": "07724"}, "mail-address": {"street1": "788 SHREWSBURY AVE", "city": "TITON", "state": "NJ", "zip": "07724"}, "former-company": {"former-conformed-name": "ALLIANCE TELECOMMUNICATIONS HOLDING CORP", "date-changed": "19970212"}}
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                                 ROOMLINX, INC.
             (Exact Name of Registrant as Specified in Its Charter)

          Nevada                                      22-3201557
(State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
Incorporation or Organization)

                        401 HACKENSACK AVENUE, 3RD FLOOR
                          HACKENSACK, NEW JERSEY 07601
          (Address, including Zip Code, of Principal Executive Offices)

                     ROOMLINX, INC. LONG-TERM INCENTIVE PLAN
                            (Full Title of the Plan)

                                 Aaron Dobrinsky
                             Chief Executive Officer
                                 RoomLinX, Inc.
                        401 Hackensack Avenue, 3rd Floor
                          Hackensack, New Jersey 07601
                                 (201) 525-1777

            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)
                             ----------------------

                                   Copies to:
                              Alan C. Ederer, Esq.
                 Westerman Ball Ederer Miller & Sharfstein, LLP
                              170 Old Country Road
                             Mineola, New York 11501

                             ----------------------
CALCULATION OF REGISTRATION FEE

----------------------- --------------------- -------------------- --------------------- --------------------
 Title of securities        Amount to be       Proposed maximum      Proposed maximum         Amount of
   to be registered          registered       offering price per    aggregate offering    registration fee
                                                     share                price
----------------------- --------------------- -------------------- --------------------- --------------------
Common Stock, $.001     25,000,000            $0.23                $5,750,000            $728.53
Par Value
----------------------- --------------------- -------------------- --------------------- --------------------
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of shares of Common
Stock that may be issuable pursuant to anti-dilution provisions contained in the
RoomLinX, Inc. Long-Term Incentive Plan (the "Plan").

(2) Estimated solely for the purpose of calculating the registration fee. Such
estimate has been computed in accordance with Rule 457(c) and Rule 457(h)(1)
based on the average of the closing bid and asked prices of the Registrant's
Common Stock on June 25, 2004.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information

         Not filed with this Registration Statement.

Item 2.  Company Information and Employee Plan Annual Information

         Not filed with this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Documents by Reference.

      The following documents filed by RoomLinX, Inc. ("RoomLinX" or the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement:

1. Registrant's Proxy Statement on Schedule 14A filed with the Commission on
June 15, 2004.

2. The Registrant's Form 8-K filed with the Commission on March 31, 2004 and
Form 8-K/A filed with the Commission on April 7, 2004.

      All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, hereby are incorporated herein by reference and shall be
deemed a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

                                       2
ITEM 4.  Description of Securities.

         Not applicable.

ITEM 5.  Interests of Named Experts and Counsel.

         Not applicable.

ITEM 6.  Indemnification of Directors and Officers.

      Subsection 1 of Section 78.7302 of the Nevada General Corporation Law
("NGCL") provides that a corporation may indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (except in an action brought by or on behalf of the corporation)
if that person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by that person in connection with
such action, suit or proceeding, if that person acted in good faith and in a
manner which that person reasonably believed to be in, or not opposed to, the
best interests of the corporation, and, with respect to any criminal action or
proceedings, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, alone, does not
create a presumption that the person did not act in good faith and in a manner
which the person reasonably believed to be in, or not opposed to, the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, the person had reasonable cause to believe his action was unlawful.

      Subsection 2 of Section 78.7502 of the NGCL provides that a corporation
may indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit brought by or on
behalf of the corporation to procure a judgment in its favor because the person
acted in any of the capacities set forth above, against expenses, including
amounts paid in settlement and attorneys' fees, actually and reasonably incurred
by that person in connection with the defense or settlement of such action or
suit, if the personal acted in accordance with the standard set forth above,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged by a court of competent
jurisdiction after exhaustion of all appeals therefrom to be liable to the
corporation or for amounts paid in settlement to the corporation unless and only
to the extent that the court in which such action or suit was brought or other
court of competent jurisdiction determines that, in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.

                                       3
Section 78.751 of the NGCL provides that unless indemnification is ordered
by a court, the determination to provide indemnification must be made by the
stockholders, by a majority vote of a quorum of the board of directors who were
not parties to the action, suit or proceeding, or in specified circumstances by
independent legal counsel in a written opinion. In addition, the articles of
incorporation, bylaws or an agreement made by the corporation may provide for
the payment of the expenses of a director or officer of the expenses of
defending an action as incurred upon receipt of an undertaking to repay the
amount if it is ultimately determined by a court of competent jurisdiction that
the person is not entitled to indemnification. Section 78.751 of the NGCL
further provides that, to the extent a director or officer of a corporation has
been successful on the merits or otherwise in the defenses of any action, suit
or proceeding referred to in subsection (1) and (2), or in the defense of any
claim, issue or matter therein, that person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by that
person in connection therewith; that indemnification provided for by Section
78.751 of the NGCL shall not be deemed exclusive of any other rights to which
the indemnified party may be entitled and that the scope of indemnification
shall continue as to directors, officers, employees or agents who have ceased to
hold such positions, and to their heirs, executors and administrators.

      Finally, Section 78.752 of the NGCL provides that a corporation may
purchase and maintain insurance on behalf of a director, officer, employee or
agent of the corporation against any liability asserted against him or incurred
by him in any such capacity or arising out of his status as such whether or not
the corporation would have the authority to indemnify him against such
liabilities and expenses.

      The Registrant's Amended and Restated Articles of Incorporation provides
that no director or officer of the Corporation shall be personally liable to the
Corporation or its shareholders for damages for any breach of duty owed to the
Corporation or its shareholders, except for liability for any breach of duty
based upon an act or omission (a) in breach of such person's duty of loyalty to
the Corporation or its shareholders, (b) not in good faith or involving a
knowing violation of law or (c) resulting in receipt by such person of an
improper personal benefit. The Corporation shall have the authority to indemnify
any Corporate Agent against expenses, including attorney's fees, judgments,
fines, and amounts paid in settlement, incurred in connection with any pending
or threatened action, suit, or proceeding, with respect to which the Corporate
Agent is a party, or is threatened to be made a party, to the fullest extent
permitted by the Nevada General Corporations Law. The indemnification provided
in the Articles of Incorporation is not deemed exclusive of any other right,
including the right to be indemnified against liabilities and expenses incurred
in proceedings by or in the right of the Corporation, to which a Corporate Agent
may be entitled under any by-law, agreement, vote of shareholders or
disinterested Directors, or otherwise, both as to action in that Corporate
Agent's official capacity and as to action in another capacity. However, no
indemnification shall be made to any Corporate Agent if a judgment or other
final adjudication establishes that the Corporate Agent engaged in conduct that
(1) breached a duty of loyalty to the Corporation or its shareholders, (2) was
not undertaken in good faith, (3) involved a knowing violation of the law, or
(4) resulted in the receipt by the Agent of an improper personal benefit.
Conduct breaching the duty of loyalty is conduct that a person knows or believes
to be contrary to the best interests of the corporation or its shareholders in
connection with a matter in which he or she has a material conflict of interest.
These indemnification rights shall inure to the benefit of the heirs, executors,
and administrators of the Corporate Agent. The Corporation shall have the power
to purchase and maintain insurance on behalf of any Corporate Agent against any
liability asserted against the Corporate Agent, whether or not the Corporation
would have the power to indemnify the Corporate Agent against the liability
under the foregoing provisions. A "Corporate Agent" of the Corporation shall be
any person who is or was a director, officer, employee or agent of this
Corporation or of any constituent Corporation absorbed by this Corporation in a
consolidation or merger, and other persons serving at the request of the
Corporation as a director, officer, trustee, employee, or agent of another
corporation, association, partnership, joint venture, trust, or other
enterprise.

                                       4
ITEM 7.  Exemption from Registration Claimed.

         Not applicable.

ITEM 8.  Exhibits.

4(d)  RoomLinX, Inc. Long-Term Incentive Plan

5.1   Opinion of Westerman Ball Ederer Miller & Sharfstein, LLP, as to the
      legality of the securities being registered

23.1  Consent of Deloitte & Touche LLP.

24    Power of Attorney (included on signature page hereto).

----------------------

ITEM 9.  Undertakings.

      The undersigned registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

            (a) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

            (b) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;

            (c) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

                                       5
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.

      (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act against such
liabilities (other than the payment by the registrant in the successful defense
of an action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel, the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                       6
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
RoomLinX certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in City of Hackensack, State of New Jersey, on this 22nd day of
July, 2004

ROOMLINX, INC.

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

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

/s/ Aaron Dobrinsky
---------------------
Aaron Dobrinsky
Chief Executive Officer and Director

July 23, 2004

/s/ Frank Elenio
---------------------
Frank Elenio
Chief Financial Officer and Director

July 23, 2004

/s/ Peter A. Bordes, Jr.
---------------------
Peter A. Bordes, Jr.
Director

July 23, 2004

/s/ Robert Lunde
---------------------
Robert Lunde
Director

July 23, 2004

/s/ Herbert I Hunt, III
---------------------
Herbert I. Hunt, III
Director

July 23, 2004

      KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Aaron Dobrinsky and Frank Elenio,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution for him and in his name, place and stead in any and all
capacities, to sign any and all amendments to this Registration Statement
(including post-effective amendments), and to file the same with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming what said attorneys-in-fact and agents or their substitutes may
lawfully do or cause to be done by virtue hereof.

                                       7
/s/ Peter A. Bordes, Jr.
---------------------
Peter A. Bordes, Jr.
Director

July 23, 2004

/s/ Robert Lunde
---------------------
Robert Lunde
Director

July 23, 2004

/s/ Herbert I Hunt, III
---------------------
Herbert I. Hunt, III
Director

July 23, 2004

                                       8
INDEX TO EXHIBITS

Exhibit No.       Description

4(d)              RoomlinX, Inc. Long-Term Incentive Plan

5.1               Opinion of Westerman Ball Ederer Miller & Sharfstein, LLP, as
                  to the legality of the securities being registered

23.1              Consent of Deloitte & Touche LLP

24                Power of Attorney (included on signature page hereto)

                                       9