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 March 31, 2005

                          Commission File No. 000-26213


                                 ROOMLINX, 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 May 16, 2005
was 104,441,799.

Transitional Small Business Disclosure Format (Check one): |_| Yes |X| No
<PAGE>

ROOMLINX, INC.

INDEX

PART I.  FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

        Condensed Balance Sheet as of March 31, 2005

        Condensed Statements of Operations for the Three Months Ended March 31,
        2005 and 2004

        Condensed Statements of Cash Flows for the Three Months Ended March 31,
        2005 and 2004

        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
        Forward-Looking Statements
        Results of Operations
        Liquidity and Capital Resources
        Foreign Currency Exchange Rate Risk
        Recent Accounting Pronouncements

Item 3. Controls and Procedures

PART II.  OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Item 6. Exhibits

Signatures

<PAGE>



                          PART I. FINANCIAL INFORMATION



<PAGE>

Item 1. Financial Statements

                                 RoomLinX, Inc.
                                  Balance Sheet
                                 March 31, 2005
                                   (Unaudited)

<TABLE>
<S>                                                                     <C>
Assets
Current assets:
     Cash                                                               $    347,076
     Accounts receivable and other                                           198,409
     Inventory                                                                13,659
     Work in progress                                                        128,277
     Due from sale of the continuing professional education segment           75,000
     Deferred finance costs                                                  185,502
     Prepaid and other current assets                                         25,478
                                                                        ------------
Total current assets                                                         973,401
Property and equipment, net                                                  148,238
Other assets                                                                  15,489
                                                                        ------------
Total assets                                                            $  1,137,128
                                                                        ============

Liabilities and Capital Deficiency
Current liabilities:
     Accounts payable and accrued expenses                              $    759,907
     Deferred revenue                                                        116,465
     Current portions of obligations under capital lease                     242,200
     Notes payable                                                           258,050
     Convertible debentures                                                  171,111
     Other current liabilities                                                24,321
                                                                        ------------
Total current liabilities                                                  1,572,054

Commitments and contingencies

Capital Deficiency:
     Preferred stock, stated value $.20, 5,000,000 shares authorized;
       720 shares issued and outstanding                                     144,000
     Common stock, $.001 par value, authorized 250,000,000 shares;
       issued and outstanding 104,366,799                                    104,367
     Additional paid-in capital                                           17,927,886
     Accumulated deficit                                                 (18,611,179)
                                                                        ------------
Total capital deficiency                                                    (434,926)
                                                                        ------------
Total liabilities and capital deficiency                                $  1,137,128
                                                                        ============
</TABLE>

    The accompanying notes are an integral part of these financial statements
<PAGE>

                                 RoomLinX, Inc.
                             Statement of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        Three months ended March 31,
                                                           2005              2004
                                                      --------------    --------------
<S>                                                   <C>               <C>
Revenue
   System sales and installation                      $      313,219    $      287,696
   Service, maintenance and usage                            233,820           148,659
                                                      --------------    --------------
                                                             547,039           436,355
                                                      --------------    --------------
Costs and expenses
   System sales and installation                             276,030           251,062
   Service, maintenance and usage                            189,812            51,007
   Sales and marketing                                       160,358           303,466
   General and administrative                                485,554           241,993
   Depreciation                                               32,185            19,858
                                                      --------------    --------------
                                                           1,143,939           867,386
                                                      --------------    --------------
Loss before other costs and expenses                        (596,900)         (431,031)
                                                      --------------    --------------

Other Costs and Expenses
   Interest expense                                         (229,263)          (15,100)
   Foreign exchange                                           27,052             7,085
   Financing costs                                           (34,998)               --
                                                      --------------    --------------
Total other costs and expenses                              (237,209)           (8,015)
                                                      --------------    --------------
Net loss                                              $     (834,109)   $     (439,046)
                                                      ==============    ==============

Basic and diluted loss per share                      $        (0.01)   $        (0.03)
                                                      ==============    ==============
Basic and diluted weighted-average number of common
   shares used to calculate loss per share               104,166,799        14,442,196
                                                      ==============    ==============
</TABLE>

    The accompanying notes are an integral part of these financial statements

<PAGE>

                                 RoomLinX, Inc.
                             Statement of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                     For the period ended March 31,
                                                                                         2005              2004
                                                                                    --------------    --------------
<S>                                                                                 <C>               <C>
Operating activities
     Net loss                                                                       $     (834,109)   $     (439,046)
     Adjustments to reconcile net loss to cash used in operating activities
         Depreciation                                                                       32,185            19,858
         Common stock issued for operating costs                                            90,000           397,400
         Amortization of debt discount                                                     208,244
         Amortization of deferred finance costs                                             34,998
         (Increase) Decrease in accounts receivable                                        (20,350)           95,623
         Increase in inventory & work in progress                                          (59,492)          (29,336)
         Decrease in prepaid and other assets                                                  740             2,077
         Decrease in accounts payable and accrued expenses                                (193,249)         (361,590)
         Increase (Decrease) in deferred revenue                                            70,433            (4,274)
         Decrease in other current liabilities                                              (5,965)           (3,249)
                                                                                    --------------    --------------
Cash used in operating activities                                                         (676,565)         (322,537)

Investing activities
     Purchase of property and equipment                                                         --            (1,074)
                                                                                    --------------    --------------
Cash used in investing activities                                                               --            (1,074)

Financing activities
     Repayment from related parties                                                                         (182,009)
     Proceeds from loan and issuance of warrants                                           120,000
     Repayment of loans payable                                                            (90,000)          (23,139)
     Proceeds from the issuance of convertible debentures and warrants                     993,500
     Repayment convertible debenture                                                       (10,000)
     Common stock sold                                                                                       572,800
                                                                                    --------------    --------------
Cash provided by financing activities                                                    1,013,500           367,652
                                                                                    --------------    --------------

Net increase in cash and cash equivalents                                                  336,935            44,041

Cash, beginning of period                                                                   10,141             7,252
                                                                                    --------------    --------------

Cash, end of period                                                                 $      347,076    $       51,293
                                                                                    ==============    ==============

Cash interest paid                                                                           2,335            11,100
                                                                                    ==============    ==============
Non-cash investing and financing activities
     Issuance of common shares for property and equipment                           $           --    $       56,000
                                                                                    ==============    ==============
     Issuance of common shares on settlement of loans payable                       $           --    $       60,000
                                                                                    ==============    ==============
     Value of warrants issued and beneficial conversion in conjunction with
       loans and convertible debt                                                   $    1,100,000    $           --
                                                                                    ==============    ==============
</TABLE>

    See 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 March 31, 2005 and the results of
its  operations  and its cash flows for the three month  periods ended March 31,
2005 and 2004. These financial statements should be read in conjunction with the
Company's  audited  financial  statements  for the year ended  December 31, 2004
included in its Form 10-KSB filed with the Securities and Exchange Commission.

The Company sells, installs and services hardware for 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 Company utilizes third party contractors to
install such hardware and software.

The accompanying unaudited 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 March 31, 2005, had
a  working   capital   deficiency   and  capital   deficiency  of  $598,653  and
$434,926,,respectively.  Accordingly,  this raises  substantial  doubt about the
Company's  ability to  continue  as a going  concern.  As of March 31 2005,  the
Company had $347,076 in cash and cash equivalents.  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. Additional  alternatives
being considered by management include obtaining  financing from new lenders and
the  issuance  of  additional  equity or debt.  Additionally,  the  Company  has
implemented cost reduction  measures in the areas of general and  administrative
and sales expenses, which includes reduction in staff.

On June 28, 2004, the Company completed its merger with Arc Communications  Inc.
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.  RoomLinX  is  considered  the  accounting
acquirer; accordingly the historical financial statements are those of RoomLinX.

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

Note 2 - Significant Accounting Policies

Receivables and Credit Policies

Accounts receivable are  uncollateralized  customer obligations due under normal
trade terms  requiring  payment  within 30 days from the invoice date.  Accounts
receivable are stated at the amount billed to the customer.  Interest is neither
billed nor accrued.  Accounts receivable in excess of 90 days old are considered
delinquent.  Payments of  accounts  receivable  are  allocated  to the  specific
invoices identified on the customer's remittance advice or, if unspecified,  are
applied to the oldest unpaid invoices.
<PAGE>

The carrying amount of accounts  receivable is reduced by a valuation  allowance
that  reflects  the  Company's  best  estimate  of the  amounts  that may not be
collected.  This  estimate  is based on reviews of all  balances in excess of 90
days  from  the  invoice   date  and,   based  on  an   assessment   of  current
creditworthiness, estimates the portion, if any, of the balance that will not be
collected. The Company reviews its valuation allowance on a quarterly basis.

Inventories

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

Work in Progress

Work in  progress  represents  the cost of  wireless  equipment  and third party
installation  related to  installations  which were not completed  prior to year
end. No profits have been recognized with respect to work in progress.

Property and Equipment

Property  and  equipment  are stated at cost.  Depreciation  is  provided on the
straight-line  method over the  estimated  useful  lives of the related  assets,
including  assets held under  capital  leases,  ranging from two to seven years.
Expenditures for maintenance and repairs are charged to expense as incurred.

Revenue and Deferred Revenue

Over the course of its  development,  the Company has derived  revenue  from the
following sources:

      (i)   Revenue from the sale and installation of Wi-Fi wireless  networking
            solutions is recognized under contracted  arrangements upon delivery
            and  installation  at  customer  sites  where  the fee is  fixed  or
            determinable  and  collection  is  probable.  Where  the  contracted
            arrangement provides for customer acceptance or there is uncertainty
            about customer acceptance, revenue is deferred until the Company has
            evidence of customer acceptance. Customers generally do not have the
            right to return.

      (ii)  Service maintenance and usage revenue is recognized under contracted
            arrangements  with customers  when the fee is fixed or  determinable
            and collection is probable. Service and maintenance contract revenue
            is recognized  ratably over the contractual  period.  Usage fees are
            recognized  under  specific  customer   contracts  as  services  are
            rendered  where the fee is fixed or  determinable  and collection is
            probable.

      (iii) Deferred revenue consists of payments received in advance of revenue
            being  earned under  installation  and service  contracts  described
            above.

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
and shares issuable upon  conversion of convertible  debt and adding back to net
loss the related interest expense.  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.
<PAGE>

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 SFAS
No. 148,  "Accounting  for Stock-Based  Compensation  Transition and Disclosure,
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 March 31
                                                       2005              2004
                                                  --------------    --------------

<S>                                               <C>               <C>
Net loss, as reported                             $     (823,478)   $     (439,046)
Deduct: Stock-based employee compensation
 expense included in reported net loss                        --                --

Add: Total stock-based employee compensation
 expense determined under fair value based
 method for all awards                                   (40,000)               --
                                                  --------------    --------------

Pro forma net loss                                $     (863,478)   $     (439,046)
                                                  ==============    ==============

Loss per share - basic and diluted, as reported   $        (0.01)   $        (0.03)
                                                  ==============    ==============

Pro forma loss per share - basic and diluted      $        (0.01)   $        (0.03)
                                                  ==============    ==============
</TABLE>

Note 5 - Notes Payable

The Company received $320,000 ($150,000 from officers and certain  stockholders)
in exchange for $320,000 of 10%  promissory  notes  maturing six months from the
date of issuance  and warrants to purchase  1,600,000  shares of common stock at
$0.10 per share.  The Company has reflected a $69,500 debt discount  relating to
the fair  value of the  warrants  issued.  As of March 31,  2005  $47,550 of the
discount  has been  amortized,  $37,133 of which has been  amortized  during the
quarter ended March 31, 2005.  The remaining  balance will be amortized over the
term of the notes.  The notes begin to mature in May 2005.  In March  2005,  the
Company repaid $40,000 of the notes with accrued interest of $945.

Note 6 - Convertible Debenture

On March 3, 2005, the Company  completed a privately  placed bridge financing of
convertible  debentures and warrants.  The Company received $1.1 million in cash
and issued  $1.1  million  aggregate  principal  amount of  debentures,  bearing
interest at 11% per annum,  due on the earlier of  September 2, 2005 or the date
that the Company completes a subsequent financing with gross cash proceeds of at
least $1.0 million.  The  debentures  are  convertible  prior to maturity into a
maximum of 15,473,332 shares of our common stock, based upon a conversion price
<PAGE>

equal to $0.075 per share of common stock,  included  accrued  interest  through
maturity.  The Company also issued five-year  warrants to purchase an additional
9,533,333  shares of common stock at an exercise price of $0.075 per share.  The
Company has reflected a $332,558 debt discount relating to the fair value of the
warrants issued.  Additionally,  the debentures contain a beneficial  conversion
feature,  which  has been  calculated  in the  amount of  $767,442  and has been
reflected  as a  reduction  to the  debentures  payable.  This  amount  is being
amortized  as interest  expense over the life of the  debenture.  As of March 31
2005, $171,111 of the discount and beneficial conversion has been amortized. The
remaining  balance  will be  amortized  over  the  term of the  debentures.  Net
proceeds  of  the  financing  are  to  be  used  for  working  capital,  capital
expenditures and potential acquisitions.

The Company  agreed to pay the placement  agent a fee of $99,000 and to issue to
the placement agent five-year  warrants to purchase  1,430,000  shares of common
stock at an exercise  price of $0.075 per share.  The  Company  has  reflected a
$114,000  deferred finance cost related to the fair value of warrants issued. As
of March 31, 2005, $18,431 of the deferred finance cost has been amortized.  The
remaining balance will be amortized over the term of the debentures.

Note 7 - Segment 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
                              March 31,
                          2005         2004
                      ----------   ----------
      United States   $  511,287   $  393,437
      Canada              35,752       42,918
                      ----------   ----------
                      $  547,039   $  436,355
                      ==========   ==========

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

                             March 31,
                               2005
                            ----------
            United States   $   90,240
            Canada              57,998
                            ----------
                            $  148,238
                            ==========

Note 8 - Subsequent Events

On April 1, 2005,  the Company  entered into a  non-binding  letter of intent to
purchase  all  the  outstanding  stock  of  Suitespeed,  Inc.  in  exchange  for
21,450,000  shares of common  stock of the  Company.  Suitespeed,  a provider of
high-speed wireless Internet access solutions, delivers WiFi services to hotels.
Consummation  of the  transaction  is subject to  completion  of due  diligence,
execution of a definitive agreement and closing conditions to be provided for in
the definitive agreement.
<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.  Work in
progress  represents  the cost of hardware and software which has been installed
but not accepted by the customer. 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.

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
<PAGE>

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.

RESULTS OF OPERATIONS

Three months ended March 31, 2005 Compared to Three months ended March 31, 2004

System sales and installation  revenue.  System sales and  installation  revenue
increased to $313,000 for the quarter ended March 31, 2005 from $288,000 for the
quarter  ended March 31,  2004.  During the quarter  ended  March 31,  2005,  we
obtained 12 new customers as compared to 9 in the same period last year; revenue
increased due to increase volume of installations  while the average size of the
customers added decreased.  During the quarter ended March 31, 2005, the average
revenue per customer was approximately $26,000 as compared to $32,000 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 2005 as we continue  to expand our  customer
base.

Service,  maintenance and usage revenue. Service,  maintenance and usage revenue
increased to $234,000 for the quarter ended March 31, 2005 from $149,000 for the
quarter ended March 31, 2004.  The increase was due to an increase in the number
of customers we service on a recurring  basis to 89, or 21,078 rooms as of March
31, 2005 as compared to 57 or 11,323 rooms as of March 31, 2004.  We  anticipate
that service,  maintenance  and usage revenue will increase during the remainder
of 2005 as we continue to increase our customer base.

Cost of  system  sales  and  installation  revenue.  Cost of  system  sales  and
installation  revenue increased to $276,000 for the quarter ended March 31, 2005
from $251,000 for the quarter  ended March 31, 2004.  The increase was primarily
attributable to the corresponding increase in revenue. Such costs increased as a
percentage of revenue  during the current  period as compared to the same period
last year. The increase is  attributable to increased costs of equipment as well
as the reduced  average  installation  size of each  project  during the current
quarter.  We anticipate that cost of system sales and installation  revenue will
increase  during the  remainder  of 2005 as we continue  to expand our  customer
base.

Cost of service, maintenance and usage revenue. Cost of service, maintenance and
usage  revenue  increased to $190,000 for the quarter  ended March 31, 2005 from
$51,000  for the quarter  ended  March 31,  2004.  Such  increase  is  primarily
attributable  to the  increased  support  costs and  corresponding  revenue.  We
anticipate  that cost of service,  maintenance  and usage  revenue will increase
during the remainder of 2005 as we continue to increase service, maintenance and
usage revenues.

Sales and  marketing.  Sales and  marketing  expense  decreased  by  $143,000 to
$160,000  during the quarter  ended March 31, 2005 from $303,000 for the quarter
ended March 31, 2004.  Such decrease is  attributable to a decrease in personnel
and personnel  related costs of $95,000,  which  includes  non-cash  share based
compensation  of $129,000  during the quarter  ended March 31, 2004,  as well as
decreased advertising costs of $44,000. We have implemented certain cost control
measures during 2005, including reductions in staff.
<PAGE>

General and  administrative.  General and  administrative  expense  increased by
$244,000 to $486,000 for the quarter  ended March 31, 2005 from $242,000 for the
quarter  ended  March 31,  2004.  The  increase  is  attributable  to  increased
personnel  and  personnel  related costs of $127,000,  which  includes  non-cash
employee compensation of $20,000 during the quarter ended March 31, 2004, office
related expenses such as rent, telephone and supplies of $56,000, and travel and
professional fees of $61,000.  We have implemented certain cost control measures
during 2005, including reductions in staff.

Depreciation  of property and equipment.  Depreciation of property and equipment
increased  by $12,000 to  $32,000  for the  quarter  ended  March 31,  2005 from
$20,000 for the quarter ended March 31, 2004. The increase is primarily  related
to a change in estimate with respect to certain equipment which is maintained at
certain  customer  locations.  Effective  January 1, 2005, the net book value of
these assets will be  depreciated  on a straight  line basis over the  remaining
life of the  contracts  with  such  customers.  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 2005 and certain
customer contracts will come to maturity.

Interest  expense.  Interest  expense  increased by $214,000 to $229,000 for the
quarter  ended March 31, 2005 from $15,000 for the quarter ended March 31, 2004.
The increase is attributable  to  amortization of debt discount of $208,000.  We
expect that  interest  expense may  increase  during the next two quarters as we
continue to amortize the debt discount and the interest  expense relating to the
$1,100,000 of convertible debt issued during the quarter ended March 31, 2005.

Foreign  exchange.  Foreign exchange income increased  $20,000 to $27,000 during
the quarter  ended March 31, 2005 from $7,000 during the quarter ended March 31,
2004. The increased income primarily  relates to the exchange rate  fluctuations
between the U.S.  Dollar and the Canadian  Dollar.  We currently  incur  certain
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 2005. (See - "Foreign Currency Exchange Rate Risk")

Financing  costs.  Financing  costs during the quarter ended March 31, 2005 were
$35,000.  Such costs  related to the  amortization  of  deferred  finance  costs
related to the  issuance  of the  $1,100,000  convertible  debenture  during the
quarter.

LIQUIDITY AND CAPITAL RESOURCES

Since our inception,  we financed our operations  through private  placements of
our equity  securities,  our  convertible  debentures and notes  payable,  which
resulted in aggregate net proceeds of  approximately  $7.8 million through March
31, 2005. 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
March 31,  2005 had a working  capital  deficiency  and  capital  deficiency  of
$598,653 and $434,926, respectively.  Accordingly, this raises substantial doubt
about our ability to continue as a going concern. During the quarter ended March
31, 2005,  we incurred a net loss of $834,000 and used  $677,000 of cash to fund
operating  activities.  As of March 31,  2005 we had  $347,000  in cash and cash
equivalents. 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.  Additional  alternatives being considered by management include,
among other  things,  obtaining  financing  from new lenders and the issuance of
additional  equity  and debt.  If we raise  additional  capital  through  equity
financing,  such financing is expected to be dilutive to existing  stockholders.
If we raise additional  capital through debt financing,  such debt financing may
require  us to abide by  restrictive  covenants  and will  likely be  subject to
conversion privileges which will be dilutive to existing stockholders. We cannot
provide any assurance that we will be able to raise  additional  funds to enable
our operations to continue to the point were we will be cash flow  positive.  At
this time,  we do not have any bank credit  under which we may borrow  funds for
working  capital or other  general  corporate  purposes.  Additionally,  we have
implemented cost reduction  measures in the areas of general and  administrative
and sales expense, which includes reduction in staff.
<PAGE>

On March 3, 2005,  the Company  closed a bridge  financing  transaction  with 17
accredited  investors  (collectively,  the  "Investors"),  pursuant to which the
Company sold and issued to the Investors $1.1 million aggregate principal amount
of  convertible  debentures  (the  "Convertible  Debentures")  and warrants (the
"Warrants") to purchase 9,533,333 shares of the Company's Common Stock.

Net cash used in  operating  activities  was $677,000 for the three months ended
March  31,  2005.  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  $59,000,  and a decrease  in
accounts payable and accrued expenses of $193,000.

During the three months  ended March 31, 2005,  the Company did not purchase any
property or equipment or invest in any other investing activity.

Net cash provided by financing  activities  was  $1,120,000 for the three months
ended March 31,  2005.  The cash  provided  by  financing  activities  primarily
resulted from the issuance of $1,100,000 of convertible  debentures.  During the
remainder of 2005,  we will likely seek to provide cash in financing  activities
through the sale of additional debt and equity securities, as described below.

As of March  31,  2005,  our  principal  commitments  consisted  of  obligations
outstanding  under  capital and operating  leases and  convertible  debt,  which
totaled  $1,801,000.  As of March 31, 2005,  future minimum payments for capital
leases and  non-cancelable  operating  leases having terms in excess of one year
amounted  to $0 and  $179,000,  respectively,  of which  $66,000  is  payable on
non-cancelable  operating  leases in the remainder of 2005. The following  table
summarizes  our  contractual  obligations at March 31, 2005, and the effect such
obligations  are  expected  to have on our  liquidity  and cash  flows in future
periods.

<TABLE>
<CAPTION>
                                                           Less than                                     After 5
March 31, (in thousands)                      Total          1 Year       1 - 3 Years    4 - 5 Years      Years
                                           ------------   ------------   ------------   ------------   ------------
<S>                                        <C>            <C>            <C>            <C>            <C>
Contractual Obligations:

      Capital lease obligations            $        242   $        242   $         --   $         --   $         --

      Loan payable                                  280            280             --             --             --

      Convertible debentures                      1,100          1,100             --             --             --

      Operating lease obligations                   179             66            113             --             --
                                           ------------   ------------   ------------   ------------   ------------

      Total contractual cash obligations   $      1,801   $      1,688   $        113   $         --   $         --
                                           ============   ============   ============   ============   ============
</TABLE>

As noted  above,  we are  evaluating  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. Our failure to raise financing or reduce operating losses
may result in our need to reduce operations substantially.

On March 3, 2005, we closed a privately  placed bridge  financing of convertible
debentures  and  warrants.  We  received  $1.1  million in cash and issued  $1.1
million  aggregate  principal amount of debentures,  bearing interest at 11% per
annum,  due on the  earlier  of  September  2,  2005 or the date that we close a
subsequent  financing  with gross cash  proceeds of at least $1.0  million.  The
debentures are convertible prior to maturity into a maximum of 15,473,332 shares
of our common stock,  based upon a conversion price equal to $0.075 per share of
common stock,  including  accrued  interest through  maturity.  The Company also
issued five-year  warrants to purchase an additional  9,533,333 shares of common
stock at an  exercise  price of  $0.075  per  share.  We also  agreed to pay the
placement  agent a fee of $99,000 and to issue to the placement  agent five-year
warrants to purchase  1,430,000  shares of common stock at an exercise  price of
$0.075 per share.  We  subsequently  named the placement  agent as our financial
advisor.  Net  proceeds of the  financing  are to be used for  working  capital,
capital  expenditures  and  potential  acquisitions.  In  connection  with  this
transaction,  we agreed to register  the shares of common  stock  issuable  upon
conversion of the debentures and exercise of the warrants.  If the  registration
statement is not timely filed, or declared effective within 90 days after filing
with the SEC or, if after the registration statement is first declared effective
<PAGE>

by the SEC it ceases for any reason to remain  continuously  effective  for more
than 20  consecutive  calendar  days or more than 40 calendar days during any 12
month  period,  we will be required to pay specified  liquidated  damages to the
investors as set forth in a registration rights agreement.

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 March 31, 2005, as a result of depreciation of the Canadian dollar
relative  to  the  U.S.   dollar,   we  realized   foreign  currency  income  of
approximately  $27,000. In the event the Canadian dollar continues to depreciate
in 2005 we will experience additional foreign currency income. 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 2005 would result in
approximately $29,000 in foreign currency income for the year. Conversely, a 10%
increase  over 2005 would result in  approximately  $20,000 in foreign  currency
income 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 November 2004, the Financial  Accounting Standards Board ("FASB") issued SFAS
151,  "Inventory  Costs - An Amendment of ARB No. 43,  Chapter 4" ("SFAS  151").
SFAS 151 amends the guidance in ARB No. 43,  Chapter 4 to clarify the accounting
for abnormal  amounts of idle facility  expense,  freight,  handling costs,  and
wasted  material  (spoilage).  The  provisions  of SFAS  151 are  effective  for
inventory  costs incurred during fiscal years beginning after June 15, 2005. The
adoption of SFAS 151 is not expected to have a material  effect on the Company's
financial condition or results of operations.

In December 2004, the FASB issued SFAS 153,  "Exchanges of Nonmonetary  Assets -
an amendment of APB Opinion No. 29" ("SFAS 153"). SFAS 153 amends APB Opinion 29
to  eliminate  the similar  productive  asset  exception  and  establishes  that
exchanges of productive  assets  should be accounted  for at fair value,  rather
than at  carryover  basis  unless (1) neither the asset  received  nor the asset
surrendered has a fair value that is determinable  within reasonable limits, (2)
the transaction is an exchange transaction to facilitate sales to customers,  or
(3) the  transaction  lacks  commercial  substance.  A nonmonetary  exchange has
commercial  substance  if the future  cash flows of the entity are  expected  to
change significantly as a result of the exchange. The provisions of SFAS 153 are
effective for nonmonetary  exchanges occurring in fiscal periods beginning after
June 15,  2005.  The  adoption  of SFAS 153 is not  expected  to have a material
effect on the Company's financial condition or results of operations.

In December 2004, the FASB issued SFAS 123R,  "Share-Based  Payment".  SFAS 123R
establishes that employee services received in exchange for share-based payments
result in a cost that should be recognized in the income statement as an expense
when the services are consumed by the enterprise.  It further  establishes  that
those  expenses be measured at fair value  determined as of the grant date.  For
the Company, the provisions of SFAS 123R become effective as of the beginning of
the first  annual  reporting  period that begins after  December  15, 2005.  The
Company is currently  evaluating  the effect that the adoption of SFAS 123R will
have on the Company's financial condition and results of operations.

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.
<PAGE>

Internal Control Over Financial Reporting.

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

                           PART II - OTHER INFORMATION

Item 2. Unregisterd Sales of Equity Securities and Use of Proceeds

On February 17, 2005, in connection with the consulting  services related to the
merger of RoomLinX and Arc, the Company issued 250,000 shares of common stock to
designees of Rodman & Renshaw.  Additionally,  on February 17, 2005, the Company
issued 125,000 shares of common stock to an individual as consideration relating
to investor  relation  services  provided to the Company.  On March 3, 2005, the
Company closed a privately placed bridge financing of convertible debentures and
warrants.  The Company  received  $1.1  million in cash and issued $1.1  million
aggregate principal amount of debentures, bearing interest at 11% per annum, due
on the  earlier  of  September  2,  2005 or the date that the  Company  closes a
subsequent  financing  with gross cash  proceeds of at least $1.0  million.  The
debentures are convertible prior to maturity into a maximum of 15,473,332 shares
of our common stock,  based upon a conversion price equal to $0.075 per share of
common stock,  including  accrued  interest through  maturity.  The Company also
issued five-year  warrants to purchase an additional  9,533,333 shares of common
stock at an exercise  price of $0.075 per share.  The Company also issued to the
placement agent five-year  warrants to purchase 1,430,000 shares of common stock
at an exercise price of $0.075 per share.

These  securities  were issued in private  placements of securities  exempt from
registration under the Securities Act of 1933, as amended (the "Act"),  pursuant
to Section 4(2) of the Act. In these transactions, the Company understands that:

      o     each investor (an "Investor") was an "accredited investor";

      o     the shares were  purchased by each Investor for such  Investor's own
            account,  for investment  and without any view to the  distribution,
            assignment  or resale to others other than  pursuant to a registered
            offering;

      o     each Investor  understood  that the shares of common stock issued to
            such  Investor  were  not  registered  under  the  Act or any  state
            securities laws; and

      o     each Investor  acknowledged  that the Investor may not transfer such
            Investor's  securities  unless the securities  are registered  under
            Federal  and  applicable  state  securities  laws or unless,  in the
            opinion of counsel  satisfactory  to the Company,  an exemption from
            such laws is available.

The Company  arranged for the  certificates  representing  such securities to be
legended and subject to stop transfer  restrictions.  The Company did not engage
in any form of general  solicitation  or general  advertising in connection with
these issuances.

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: May 19, 2005

ROOMLINX, INC.


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