**SECURITIES
        AND EXCHANGE COMMISSION**
 Washington,
        D.C. 20549
 
 **Form
        10-QSB**
 
 **Quarterly
        Report Under Section 13 or 15(d) of the Securities Exchange Act of
        1934**
 
 For
        the
        quarterly period ended September 30, 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 incorporation or organization)
                
                (I.R.S.
                    Employer Identification No.)
  2150
        - W.
        6 th Ave.,
        Unit N, Broomfield, Colorado 80020
 (Address
        of principal executive offices)
 
 (303)
        544-1111
 (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 o No x
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). Yes o No x
  The
        number of shares outstanding of the Issuer's common stock as of September
        21,
        2006 was 132,868,383.
 
 Transitional
        Small Business Disclosure Format (Check one): o Yes x No
  
  
  **ROOMLINX,
        INC.**
  INDEXPART
                  I. FINANCIAL INFORMATIONItem
                  1. Financial Statements
                  (Unaudited)Consolidated
                  Balance Sheet as of September 30,
                  2005Consolidated
                  Statements of Operations for the Three
                  and Nine Months Ended September 30, 2005 and 2004Consolidated
                  Statements of Cash Flows for the Nine Months
                  Ended September 30, 2005 and 2004Notes
                  to Consolidated Financial
                  StatementsItem
                  2. Management's Discussion and Analysis of Financial
                  Condition and Results of OperationsGeneralCritical
                  Accounting Policies and
                  EstimatesForward-Looking
                  StatementsResults
                  of OperationsLiquidity
                  and Capital ResourcesForeign
                  Currency Exchange Rate RiskRecent
                  Accounting PronouncementsItem
                  3. Controls and ProceduresPART
                  II.OTHER INFORMATIONItem
                  2.Unregistered Sales of Equity Securities and Use of
                  ProceedsItem
                  3.Defaults under Senior
                  SecuritiesItem
                  6.ExhibitsSignatures
 *Index*
 **PART
        I. FINANCIAL INFORMATION**
 
  *Index*
  **RoomLinX,
        Inc.**
 **Consolidated
        Balance Sheet**
 **September
        30, 2005**
 **(Unaudited)**
  **Assets**Current
                    assets:Cash
                
                $
                116,702Accounts
                    receivable
                
                
                145,783Work
                    in progress
                
                
                189,106Prepaid
                    and other current assets
                
                
                35,953Total
                    current assets
                
                
                487,544Property
                    and equipment, net
                
                
                329,269Goodwill
                
                
                1,451,288Other
                    assets
                
                
                15,489Total
                    assets
                
                $
                2,283,590**Liabilities
                    and Stockholders' (Deficit)**Current
                    liabilities:Accounts
                    payable and accrued expenses
                
                $
                1,165,348Deferred
                    revenue
                
                
                710,947Current
                    portions of obligations under capital lease
                
                
                238,449Officers
                    and shareholder notes
                
                
                280,000Convertible
                    debentures
                
                
                1,100,000Notes
                    payable
                
                
                365,000Other
                    current liabilities
                
                
                90,396Total
                    current liabilities
                
                
                3,950,140Commitments
                    and contingencies**Stockholders'
                    (Deficit)**:Preferred
                    stock, $.20 stated value, 5,000,000 shares authorized; 720,000
                    shares
                    issued and outstanding
                
                
                144,000Common
                    stock, $.001 par value, authorized 250,000,000 shares; issued
                    and
                    outstanding 132,868,383
                
                
                132,868Additional
                    paid-in capital
                
                
                18,658,462Accumulated
                    (deficit)
                
                
                (20,601,880
                )Total
                    Stockholders' (Deficit)
                
                
                (1,666,550
                )Total
                    liabilities and Stockholders' (Deficit)
                
                $
                2,283,590
  The
        accompanying notes are an integral part of these financial
        statements.
  *Index*
  **RoomLinX,
        Inc.**
 **Consolidated
        Statements of Operation**
 **(Unaudited)**
 
 Three
                  months ended September 30
              
              Nine
                  months ended September 302005
              
              2004
              
              2005
              
              2004RevenueSystem
                  sales and installation
              
              
              177,311
              
              
              421,699
              
              
              795,846
              
              
              949,719Service,
                  maintenance and usage
              
              
              460,374
              
              
              202,487
              
              
              889,277
              
              
              526,367637,685
              
              
              624,186
              
              
              1,685,123
              
              
              1,476,086Costs
                  and expensesSystem
                  sales and installation
              
              
              114,434
              
              
              327,030
              
              
              630,277
              
              
              750,570Service,
                  maintenance and usage
              
              
              157,895
              
              
              70,305
              
              
              491,852
              
              
              253,627Sales
                  and marketing
              
              
              71,056
              
              
              213,867
              
              
              413,380
              
              
              726,817General
                  and administrative
              
              
              371,431
              
              
              659,368
              
              
              1,401,658
              
              
              1,120,557Depreciation
              
              
              70,989
              
              
              27,240
              
              
              133,838
              
              
              67,858785,805
              
              
              1,297,810
              
              
              3,071,005
              
              
              2,919,429(Loss)
                  before other costs and expenses
              
              
              (148,120
              )
              
              (673,624
              )
              
              (1,385,882
              )
              
              (1,443,343
              )Other
                  Costs and ExpensesWrite
                  down of assets
              
              
              (72,968
              )
              
              -
              
              
              (72,968
              )
              
              -Interest
                  expense
              
              
              (439,455
              )
              
              (8,853
              )
              
              (1,284,548
              )
              
              (37,128
              )Foreign
                  exchange
              
              
              18,093
              
              
              (30,474
              )
              
              32,637
              
              
              (22,315
              )Reorganization
                  costs
              
              
              -
              
              
              -
              
              
              -
              
              
              (6,364,996
              )Financing
                  costs
              
              
              32,676
              
              
              -
              
              
              (114,000
              )
              
              (478,850
              )Total
                  other costs and expenses
              
              
              (461,654
              )
              
              (39,327
              )
              
              (1,438,879
              )
              
              (6,903,289
              )Net
                  (loss)
              
              
              (609,774
              )
              
              (712,951
              )
              
              (2,824,761
              )
              $
              (8,346,632
              )Basic
                  and diluted (loss) per share
              
              
              (0.01
              )
              
              (0.01
              )
              
              (0.03
              )
              
              (0.11
              )Weighted-average
                  number of common shares -basic
                  and diluted
              
              
              115,174,703
              
              
              102,504,456
              
              
              109,772,467
              
              
              74,409,010
 
 The
        accompanying notes are an integral part of these financial
        statements.
  *Index*
  **RoomLinX,
        Inc.**
 **Consolidated
        Statements of Cash Flows**
 **(Unaudited)**
 
 For
                  the Nine Months Ended
                September
                  30,2005
              
              2004Operating
                  ActivitiesCash
                  (used in) operating activities
              
              
              (975,678
              )
              
              (1,015,827
              )Investing
                  activitiesProceeds
                  from merger
              
              
              -
              
              
              711,117Cash
                  received in Merger
              
              
              12,042
              
              
              -Purchase
                  of fixed assets
              
              
              -
              
              
              (19,073
              )12,042
              
              
              692,044Financing
                  activities(Repayment)
                  proceeds from officers and shareholder loans
              
              
              30,000
              
              
              (72,009
              )Proceeds
                  from loans
              
              
              125,000
              
              
              -Repayment
                  of loans
              
              
              (68,303
              )
              
              (23,139
              )Proceeds
                  from the issuance of convertible debenture
              
              
              993,500
              
              
              -Payment
                  of ARC convertible debenture
              
              
              (10,000
              )
              
              -Common
                  stock sold
              
              
              -
              
              
              582,800Cash
                  provided by financing activities
              
              
              1,070,197
              
              
              487,652Net
                  increase in cash and cash equivalents
              
              
              106,561
              
              
              163,869Cash,
                  beginning of period
              
              
              10,141
              
              
              7,252Cash,
                  end of period
              
              
              116,702
              
              
              171,121
 
 The
        accompanying notes are an integral part of these financial
        statements.
  *Index*
  **RoomLinX,
        Inc.**
 **Notes
        to Consolidated Financial Statements**
 **September
        30, 2005**
 **(Unaudited)**
 
 
 **Note
        1 - Basis of Presentation**
 
 The
        accompanying unaudited financial statements have been prepared in accordance
        with accounting principles generally accepted in the United States for interim
        financial information and with the instructions to Form 10-QSB and
        Rule 10-01 of Regulation S-X and include the results of RoomLinX, Inc. (the
        "Company") and its wholly-owned subsidiaries. Accordingly, certain information
        and footnote disclosures required in financial statements prepared in accordance
        with accounting principles generally accepted in the United States have been
        condensed or omitted. In the opinion of the Company's management, the
        accompanying unaudited condensed financial statements contain all adjustments
        (consisting only of normal recurring adjustments except as otherwise disclosed
        herein) that the Company considers necessary for the fair presentation of
        its
        financial position as of September 30, 2005, the results of its operations
        for
        the three and nine month periods ended September 30, 2005 and 2004, and its
        cash
        flows for the nine month periods ended September 30, 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 September 30,
        2005,
        had working capital and stockholders' deficit of $ 3,462,596
        and $ 1,666, 550,
        respectively. Accordingly, this raises substantial doubt about the Company’s
        ability to continue as a going concern. As of September 30, 2005, the Company
        had $116,702 in cash and cash equivalents. As of September 21, 2006,
        p rincipal
        of $1,387,500 was owed on debentures and notes to stockholders plus there
        were
        notes payable outstanding to First National Bank of Colorado and Daniel Myers
        of
        $169,961 and $75,000 respectively. Management
        has evaluated the Company's alternatives to enable it to pay its liabilities
        as
        they become due and payable, 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.
 
 The
        financial statements do not include any adjustments to reflect the possible
        future effects on the recoverability and classification of assets or the
        amount
        and classification of liabilities that may result from the possible inability
        of
        the Company to continue as a going concern.
 
 On
        June
        28, 2004, the Company completed its merger with Arc Communications Inc. ("ARC").
        As a result of the merger, the stockholders of RoomLinX before the merger
        received 68,378,346 shares of common stock of the Company and at the effective
        time of the merger, owned approximately 62% of the outstanding shares of
        the
        Company. The stockholders of RoomLinX before the merger also received warrants
        to purchase an additional 11,465,001 shares of common stock of the Company.
        The
        transaction has been accounted for as a recapitalization, which is accounted
        for
        similar to the issuance of stock by RoomLinX for the net assets of Arc with
        no
        goodwill or other intangibles being recorded. Concurrent with the closing,
        Arc
        changed its name to RoomLinX, Inc. RoomLinX is considered the accounting
        acquirer; accordingly the historical financial statements are those of
        RoomLinX.
 
 On
        August
        10, 2005, the Company entered into an Agreement and Plan of Merger (the “Merger
        Agreement”) by and among the Company, a wholly-owned subsidiary of the Company
        (“Subcorp”) and SuiteSpeed, Inc. (“SuiteSpeed”) pursuant to which, concurrent
        with the execution of the Merger Agreement (a) Subcorp merged with and into
        SuiteSpeed, (b) SuiteSpeed became a wholly-owned subsidiary of the Company,
        (c)
        the Company issued a total of 21,426,048 shares of its Common Stock to the
        stockholders of SuiteSpeed and (d) the Company issued a total of 6,183,870
        shares of its Common Stock to its principal stockholder, Michael Wasik, to
        cancel $170,000 of indebtedness of SuiteSpeed. The merger transaction described
        above relating to the acquisition of SuiteSpeed was accounted for as a business
        combination in accordance with SFAS No. 141. A summary of the merger transaction
        is presented below:
  *Index*
  Fair
                  value of net tangible assets acquireCash
                  and bank balances
              
              $
              12,042Accounts
                  receivable
              
              
              82,921Inventory
                  and supplies
              
              
              56,077Prepaid
                  expenses & other assets
              
              
              9,771Property
                  and equipment
              
              
              282,684Accounts
                  payable and accrued liabilities
              
              
              (225,042
              )Deferred
                  revenues
              
              
              (616,050
              )Notes
                  payable
              
              
              (470,000
              )Other
                  liabilities
              
              
              (26,615
              )894,212Capitalized
                  transaction costs
              
              
              557,076Goodwill
              
              $
              1,451,288
 
  Pursuant
        to the Merger Agreement, Michael Wasik assumed the title of Executive Vice
        President of the Wireless LAN Division of the Company. At the closing, he
        entered into an employment agreement with a two year term providing for base
        salary of $150,000 and stock options covering 1,000,000 shares of the Company’s
        common stock immediately exercisable at an option price equal to $0.026 per
        share. Mr. Wasik became a member of the Company’s Board of Directors on
        September 20, 2005, and its Chief Executive Officer on November 2, 2005, and
        reduced his salary to $75,000 per annum on October 15, 2005.
  SuiteSpeed
        is a provider of high-speed wireless Internet access solutions to hotels.
        SuiteSpeed’s results of operations for the periods on and after the closing are
        included in the Company’s results of operations.
  Results
        for the interim period are not necessarily indicative of results that may
        be
        expected for the entire year.
 
 RoomLinX,
        Inc. / SuiteSpeed, Inc.
 Consolidated
        Pro forma Statements of Operations
 
 Nine
                  months ended September 302005
              
              2004RevenueSystem
                  sales and installation
              
              $
              999,814
              
              $
              1,703,757Service,
                  maintenance and usage
              
              
              1,238,120
              
              
              891,9642,237,934
              
              
              2,595,721Costs
                  and expensesSystem
                  sales and installation
              
              
              617,177
              
              
              1,246,027Service,
                  maintenance and usage
              
              
              649,578
              
              
              464,134Sales
                  and marketing
              
              
              461,061
              
              
              801,984General
                  and administrative
              
              
              1,610,519
              
              
              1,450,850Depreciation
              
              
              164,336
              
              
              154,4303,502,671
              
              
              4,117,425(Loss)
                  before other costs and expenses
              
              
              (1,264,737
              )
              
              (1,521,704
              )Other
                  Costs and ExpensesWrite
                  down of assets
              
              
              (72,968
              )
              
              -Interest
                  expense
              
              
              (1,301,183
              )
              
              (52,240
              )Foreign
                  exchange
              
              
              32,636
              
              
              (22,315
              )Reorganization
                  costs
              
              
              -
              
              
              (6,364,996
              )Financing
                  costs
              
              
              (114,000
              )
              
              (478,850
              )Total
                  other costs and expenses
              
              
              (1,455,515
              )
              
              (6,918,401
              )Net
                  (loss)
              
              $
              (2,720,252
              )
              $
              (8,440,105
              )
 *Index*
  Note
        2- **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.
 
 **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
        123
        requires the Company to provide proforma information regarding net income
        and
        earnings per share as if compensation cost for the Company’s stock option plans
        had been determined in accordance with the fair value based method prescribed
        in
        SFAS 123.The fair value of the option grants is estimated on the date of
        grant
        utilizing the Black-Scholes option pricing model with the following weighted
        average assumptions for grants during the nine months ended September 30,
        2005:
        expected life of options of 5 years, expected volatility of 200%, risk-free
        interest rate of 4% and no dividend yield. The weighted average fair value
        at
        the date of grant for options granted during the year ended September 30,
        2005,
        approximated $.026 per option. These results may not be representative of
        those
        to be expected in future years.
 
 Three
                  months ended September 30,
              
              Nine
                  months ended September 30,2005
              
              2004
              
              2005
              
              2004Net
                  loss, as reported
              
              $
              (609,774
              )
              $
              (712,951
              )
              $
              (2,824,761
              )
              $
              (8,346,632
              )Pro
                  forma net (loss)
              
              $
              (635,774
              )
              $
              (1,376,865
              )
              $
              (2,876,761
              )
              $
              (9,010,546
              )(Loss)
                  per share - basic and diluted, as reported
              
              $
              (0.01
              )
              $
              (0.01
              )
              $
              (0.03
              )
              $
              (0.11
              )Pro
                  forma (loss) per share - basic and diluted
              
              $
              (0.01
              )
              $
              (0.01
              )
              $
              (0.03
              )
              $
              (0.12
              )
 *Index*
  **Note
        5 - Notes Payable**
 
 In
        November 2004 through January 2005, 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. $70,000 of the $320,000
        was
        received in January 2005. The Company has reflected a $69,500 debt discount
        relating to the fair value of the warrants issued. As of September 30, 2005,
        the
        $69,500 discount has been amortized, $450 and $59,083 of which has been
        amortized during the three and nine months ended September 30, 2005,
        respectively. The notes began to mature in May 2005 and the Company has been
        in
        default on all of these notes since June 2005. In March 2005, the Company
        repaid
        $40,000 of the notes with accrued interest of $945. Accrued interest on these
        notes as of September 30, 2005, was $22,434.
 
 As
        part
        of the SuiteSpeed merger, RoomLinX assumed a one year $290,000 note bearing
        interest at the rate of the Prime Rate plus 1% with the First National Bank
        of
        Colorado, due September 1, 2006, whose maturity has since been extended (see
        Note 7 - Subsequent Events). An additional $75,000 note is outstanding to
        Daniel
        Myers with interest accruing at the rate of 10% per annum. Interest expense
        for
        the three and nine months ended September 30, 2005, for these notes was $2,209.
  **Note
        6 - Convertible Debentures**
 
 On
        March
        3, 2005, the Company completed a privately placed bridge financing of
        convertible debentures (“ Debentures ”)
        and
        warrants. The Company received $993,500 in cash net of related financing
        costs
        of $106,500 in 2005 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 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 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 debentures.
        For the nine months ended September 30, 2005, $1,100,000 of the discount
        and
        beneficial conversion has been amortized, $372,778 of which has been amortized
        during the quarter ended September 30, 2005. Net proceeds of the financing
        were
        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.
        For
        the nine months ended September 30, 2005, $114,000 of the deferred finance
        cost
        has been amortized, $37,733 of which has been amortized during the quarter
        ended
        September 30, 2005.
  As
        of
        September 2, 2005, the Company is in default under the Debentures. As a result,
        the Company has incurred additional interest and penalties since the maturity
        date.
 
 As
        of
        September 12, 2006, the Company has entered into a Forebearance and Settlement
        Agreement (the “ Forebearance
        Agreement ”)
        with
        all of the holders of the Debentures. Under the terms of the Forebearance
        Agreement, among other things, the Debenture holders have agreed to forebear
        from exercising any rights against the Company for an initial ninety (90)
        day
        period beginning September 12, 2006, and during this ninety (90) day period,
        no
        additional interest will accrue on the Debentures. The Company has agreed
        to use
        its reasonable best efforts during this ninety (90) day period to, among
        other
        things, raise funds to repay a portion of the Debentures, and the balance
        of the
        Debentures would convert into the securities issued by the Company in such
        financing.
 *Index*
  **Note
        7 - Stockholders (Deficit)**
 
 Common
        Stock
 
 On
        February 15 2005, the Company issued 250,000 and 125,000 shares of common
        stock
        to Rodman & Renshaw and Stanley Wunderlich, respectively, for services
        provided valued at fair market value of $.24 per share.. For services rendered,
        75,000 shares of common stock were issued to Stanley Wunderlich on May 2,
        2005,
        valued at fair market value of $.10 per share. On July 1, 2005, the Company
        cancelled 666,666 warrants with a strike price of $0.15, as part of a settlement
        agreement with Alliance Care Advisors and in connection with such settlement
        agreement, on September 26, 2005, the Company issued 666,666 and 150,000
        unregistered shares to Alliance Care Advisors and Manuel Wilson respectively,
        valued at fair market value of $.03 per share.
 
 Additionally,
        the Company issued 21,426,048 shares of common stock to the shareholders
        of
        SuiteSpeed per the terms of the merger agreement disclosed in Note 1. An
        additional 6,183,870 shares of common stock were issued by the company to
        Michael S. Wasik in respect to the conversion of a $170,000 note as part
        of the
        SuiteSpeed merger, valued at fair market value of $.026 per share or $160,781,
        resulting in a contribution to capital of $9,219.
 
 Options
 
 On
        January 25, 2005, the Company issued options to purchase 500,000 shares of
        Common Stock, each with an exercise price of $0.10, to Board members Robert
        Lunde and Herbert Hunt for Board services. On August 10, 2005, the Company
        also
        issued options to purchase 1,000,000 shares of common stock to Michael S.
        Wasik
        at an exercise price of $0.026 as part of his employment agreement.
 
 Outstanding
        Stock Options
 
 Exercise
                  Price
              
              Number
                  of
                Shares
              
              Remaining
                Contractual
                  Life
                (in
                  years)
              
              Exercise
                  Price
                times
                  Number
                of
                  Shares
              
              Weighted
                Average
                Exercise
                  Price$0.026
              
              
              1,000,000
              
              9
              
              
              26,000$0.010
              
              
              6,100,000
              
              5
              
              
              61,000$0.100
              
              
              1,000,000
              
              3
              
              
              100,000$0.080
              
              
              500,000
              
              1
              
              
              40,0008,600,000
              
              
              
              
              
              227,000
              
              $0.026
 
 Options
              
              Number
                  of
                Shares
              
              Weighted
                  Average Exercise PriceOutstanding
                  at January 1, 2005
              
              
              6,600,000
              
              $
              0.016Granted
              
              
              2,000,000
              
              
              0.063Exercised
              
              
              -
              
              
              -Expired
              
              
              -
              
              
              -Outstanding
                  at September 30, 2005
              
              
              8,600,000
              
              $
              0.026Exercisable
                  at September 30, 2005
              
              
              8,600,000
              
              $
              0.026
 
 Warrants
 
 On
        March
        5, 2005 the Company issued warrants to purchase 9,533,333 and 1,430,000 shares
        of stock to 17 debenture holders associated with the Casimir debenture
        transaction and Casimir Capital for services provided respectively. These
        warrants have an exercise price of $0.075. In
        November 2004 through January 2005, 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 1,607,500 shares of common stock at $0.10
        per
        share.
  *Index*
  Outstanding
        and Exercisable Warrants
 
 Exercise
                  Price
              
              Number
                  of
                Shares
              
              Remaining
                Contractual
                  Life
                (in
                  years)
              
              Exercise
                  Price
                times
                  Number
                of
                  Shares
              
              Weighted
                Average
                Exercise
                  Price$0.075
              
              
              10,963,333
              
              4.5
              
              
              822,250$0.100
              
              
              1,607,500
              
              4
              
              
              160,750$0.150
              
              
              7,000,001
              
              1
              
              
              1,050,000$0.220
              
              
              7,251,524
              
              <1
              
              
              1,595,335$0.200
              
              
              73,559
              
              <1
              
              
              14,71226,895,917
              
              
              
              
              
              3,643,047
              
              $0.135
  Warrants
              
              Number
                  of
                Shares
              
              Weighted
                  Average Exercise PriceOutstanding
                  at January 1, 2005
              
              
              17,131,956
              
              $
              0.179Issued
              
              
              11,313,333
              
              
              0.076Exercised
              
              
              -
              
              
              -Expired
                  / Cancelled
              
              
              (1,549,372
              )
              
              0.178Outstanding
                  at September 30, 2005
              
              
              26,895,917
              
              $
              0.135
  **Note
        8 - Subsequent Events**
  On
        November 2, 2005, the Company announced the appointment of Mr. Michael Wasik
        as
        its new Chief Executive Officer, the departure of Mr. Aaron Dobrinsky as
        Chief
        Executive Officer and the departure of Mr. Frank Elenio as Chief Financial
        Officer and as a Board member. Mr. Wasik previously had been appointed to
        the
        Company’s Board. On May 10, 2006, the Company and Mr. Dobrinsky executed a
        Separation Agreement. Under the terms of this Separation Agreement, all accrued
        bonuses and payroll owed to Mr. Dobrinsky were canceled, the remaining options
        granted to Mr. Dobrinsky under his Employment Agreement vested and the exercise
        price of the options was lowered to zero from $.001 per share.
 
 As
        of
        August 16, 2006, the Company borrowed $7,500 from its Board Chairman, Peter
        Bordes. This is a one year note paying interest at the rate of 10% per annum.
        Additional amounts up to a $25,000 can be borrowed by the Company. Proceeds
        are
        to be used to pay audit and review fees.
 
 The
        maturity date on the First National Bank of Colorado note acquired as part
        of
        the SuiteSpeed merger has been amended and extended to September 30, 2007.
        As of
        September 21, 2006 the outstanding principal amount due on the note was
        $169,961.
 
 As
        of
        September 12, 2006, the Company has entered into a Forebearance and Settlement
        Agreement (the “ Forebearance
        Agreement ”)
        with
        all of the holders of its $1.1 million debentures due September 2, 2005 (the
        “ Debentures ”).
        Under
        the terms of the Forebearance Agreement, among other things, the Debenture
        holders have agreed to forebear from exercising any rights against the Company
        for an initial ninety (90) day period beginning September 12, 2006, and during
        this ninety (90) day period, no additional interest will accrue on the
        Debentures. The Company has agreed to use its reasonable best efforts during
        this ninety (90) day period to, among other things, raise funds to repay
        a
        portion of the Debentures, and the balance of the Debentures would convert
        into
        the securities issued by the Company in such financing.
 *Index*
 **Item
        2. Management'sDiscussion 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 three 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
        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.
 *Index*
  **RESULTS
        OF OPERATIONS**
 
 Three
        months ended September 30, 2005 compared to three months ended September
        30,
        2004
 
 *System
        sales and installation revenue* .
        System
        sales and installation revenue decreased to $177,311 for the quarter ended
        September 30, 2005 from $421,699 for the quarter ended September 30, 2004.
        Part
        of this difference is due to the timing of job completions as Work in Progress
        increased $132,990 over the same time for the preceding year. Implementation
        of
        cost-cutting measures in the second quarter 2005 included reductions in the
        sales staff thereby impacting sales. 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 and as we integrate SuiteSpeed into our business offerings.
 
 *Service,
        maintenance and usage revenue* .
        Service, maintenance and usage revenue increased to $460,374 for the quarter
        ended September 30, 2005 from $202,487 for the quarter ended September 30,
        2004.
        The increase was due to an increase in the number of customers we service
        on a
        recurring basis plus 21% of the revenues contributed through the acquisition
        of
        SuiteSpeed during the current quarter. We anticipate that service, maintenance
        and usage revenue will increase during the remainder of 2005 as we continue
        to
        increase our customer base and as we reflect SuiteSpeed’s operations.
  *Cost
        of system sales and installation revenue* .
        Cost of
        system sales and installation revenue decreased to $114,434 for the quarter
        ended September 30, 2005 from $327,030 for the quarter ended September 30,
        2004.
        The decrease was primarily attributable to the corresponding decrease in
        revenue. The increase in such costs is attributable to increased costs of
        equipment. 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 $157,895 for the quarter
        ended September 30, 2005 from $70,305 for the quarter ended September 30,
        2004.
        Such increase is primarily attributable to the increased support costs and
        corresponding revenue, which was partially offset by obtaining favorable
        pricing
        from our outsourced call center as our customer base increased. 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 $142,811 to $71,056 during the quarter
        ended
        September 30, 2005 from $213,867 for the quarter ended September 30, 2004.
        Such
        decrease is attributable to a decrease in advertising costs of approximately
        $36,000, a decrease in personnel and personnel related costs of $78,000 and
        a
        decrease in travel and entertainment costs of $41,000, which was partially
        offset by the acquisition of SuiteSpeed. We have implemented certain cost
        control measures during 2005, including reductions in staff.
 
 *General
        and administrative* .
        General
        and administrative expense decreased by $287,937 to $371,431 for the quarter
        ended September 30, 2005 from $659,368 for the quarter ended September 30,
        2004.
        The decrease is attributable to decreased personnel and related costs of
        approximately $46,000, non-cash employee compensation of $203,000, office
        related expenses such as rent, telephone and supplies of $53,000, and travel
        and
        professional fees of $52,000, which was partially offset by the acquisition
        of
        SuiteSpeed. We have implemented certain cost control measures during 2005,
        including reductions in staff.
 *Index*
  *Depreciation
        of property and equipment* .
        Depreciation of property and equipment increased by $43,749 to $70,989 for
        the
        quarter ended September 30, 2005 from $27,240 for the quarter ended September
        30, 2004. The increase is primarily related to the acquisition of SuiteSpeed
        which accounted for approximately $23,000 during the current quarter and
        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 are being 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 $430,602 to $439,455 from $8,853. The increase is primarily
        attributable to amortization of debt discount. We expect that interest expense
        will decrease during the next quarter as the debt discount related to the
        $1,100,000 of convertible debt issued during the quarter ended March 31,
        2005 is
        fully amortized.
 
 *Foreign
        exchange.* Foreign
        exchange gain was $18,093 during the quarter ended September 30, 2005 as
        compared to a foreign exchange loss of $30,474 during the quarter ended
        September 30, 2004. The fluctuation 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 for the quarter ended September 30, 2005 were $32,676 related
        to
        warrants issued to a placement agent in connection with the issuance of
        convertible debentures.
  *Write
        down of assets* .
        For the
        three months ended September 30, 2005, $47,968 worth of obsolete and used
        equipment was written down in accordance with our accounting policies. The
        $75,000 recorded as “Due from sale of continuing professional education segment”
net of $50,000 related expense was written down due to the uncertainty of
        collection of this amount. These “Due from sale” transactions were originally
        booked as part of the sale of Arc Communications’ educational business
        segment.
  Nine
        months ended September 30, 2005 compared to Nine months ended September 30,
        2004.
 
 *System
        sales and installation revenue* .
        System
        sales and installation revenue decreased to $795,846 for the nine months
        ended
        September 30, 2005 from $949,719 for the nine months ended September 30,
        2004.
        The decrease was partially offset through the acquisition of SuiteSpeed.
        An
        increase in Work in Progress of $132,990 also reflects many installations
        nearing completion yet revenue is not recognized until completion and acceptance
        by our customers. Reductions in the sales force while reducing costs also
        negatively impacted sales.
  *Service,
        maintenance and usage revenue* .
        Service, maintenance and usage revenue increased to $889,276 for the nine
        months
        ended September 30, 2005 from $526,367 for the nine months ended September
        30,
        2004. The increase was due to an increase in the RoomLinX customer base due
        to
        new installs plus the addition of SuiteSpeed customers.
 
 *Cost
        of system sales and installation revenue* .
        Cost of
        system sales and installation revenue decreased to $630,277 for the nine
        months
        ended September 30, 2005 from $750,570 for the nine months ended September
        30,
        2004. The decrease was primarily attributable to the corresponding decrease
        in
        revenue. Gross margins on system sales and installation revenues remained
        constant as a percentage of revenue during the current period as compared
        to the
        same period last year.
 
 *Cost
        of service, maintenance and usage revenue* .
        Cost of
        service, maintenance and usage revenue increased to $491,852 for the nine
        months
        ended September 30, 2005 from $253,627 for the nine months ended September
        30,
        2004. Such increase is primarily attributable to the increased support costs
        and
        corresponding revenue, which was partially offset by obtaining favorable
        pricing
        from our outsourced call center as our customer base increased.
  *Sales
        and marketing.* Sales
        and marketing expense decreased by $313,437 to $413,380 during the nine months
        ended September 30, 2005 from $726,817 for the nine months ended September
        30,
        2004. Such decrease is attributable to a decrease in personnel and personnel
        related costs of approximately $200,000, which includes non-cash share based
        compensation of $120,000 paid to certain employees, and a decrease in
        advertising costs of $106,000.
  *Index*
  *General
        and administrative* .
        General
        and administrative expense increased by $281,101 to $1,401,658 for the nine
        months ended September 30, 2005 from $1,120,557 for the nine months ended
        September 30, 2004. The increase is attributable to increased personnel and
        personnel related costs of approximately $301,000, which was partially offset
        by
        non-cash share based compensation of $223,000 paid to certain employees during
        the nine months ended September 30, 2004, office related expenses such as
        rent,
        telephone and supplies of $126,000, and travel and professional fees of $11,000.
 
 *Depreciation
        of property and equipment* .
        Depreciation of property and equipment increased by $65,980 to $133,838 for
        the
        nine months ended September 30, 2005 from $67,858 for the nine months ended
        September 30, 2004. The increase is primarily related to the acquisition
        of
        SuiteSpeed which accounted for $23,000 during the current period and 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 are being depreciated on a straight line basis over the remaining
        life of
        the contracts with such customers.
 
 *Interest
        expense.* Interest
        expense increased by $1,247,420 to $1,284,548 for the nine months ended
        September 30, 2005 from $37,128 for the nine months ended September 30, 2004.
        The increase is primarily attributable to amortization of debt discount of
        $1,100,000 and the related interest expense associated with the convertible
        debentures. We expect that interest expense will decrease during the next
        quarter as the debt discount related to the $1,100,000 of convertible debt
        issued during the quarter ended March 31, 2005 is fully amortized.
 
 *Foreign
        exchange.* Foreign
        exchange reflected a gain of $32,637 during the nine months ended September
        30,
        2005 as compared to a foreign exchange loss of $22,315 during the nine months
        ended September 30, 2004. The increased income primarily relates to the exchange
        rate fluctuations between the U.S. Dollar and the Canadian Dollar.
 
 *Reorganization
        costs.* In
        connection with the merger with Arc Communications, Inc. the transaction
        was
        accounted for as a recapitalization of RoomLinX. Under recapitalization
        accounting, RoomLinX effectively issued its stock in exchange for the net
        monetary liabilities of Arc. Accordingly, RoomLinX has recorded a one-time,
        non-cash reorganization cost related to the difference between the fair value
        of
        Arc’s common stock on the date of the merger agreement and the net assets of
        Arc.
 
 *Financing
        costs* .
        Financing costs during the nine months ended September 30, 2005 were $114,000
        as
        compared to $478,850 during the nine months ended September 30, 2004. Such
        costs
        during the nine months ended September 30, 2005 related to the amortization
        of
        deferred finance costs related to the issuance of the $1,100,000 aggregate
        principal amount of convertible debenture during March 2005 while the expense
        during the nine months ended September 30, 2004 relates to expenses recorded
        with respect to the issuance of warrants in connection with certain equity
        and
        debt financings during the period.
 
 *Write
        down of assets* .
        For the
        nine months ended September 30, 2005, $47,968 worth of obsolete and used
        equipment was written down in accordance with our accounting policies. The
        $75,000 recorded as “Due from sale of continuing professional education segment”
net of $50,000 related expense was written down due to the uncertainty of
        collection of this amount. These “Due from sale” transactions were originally
        booked as part of the sale of Arc Communications’ educational business
        segment.
 
 **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 September 30,
        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 and
        accrued expenses, and for other working capital purposes.
 
 We
        have
        incurred significant operating losses since our inception and as of September
        30, 2005 had a working capital deficiency and capital deficiency of
        $3,462,596 and $1,666,550, respectively .
        Accordingly, this raises substantial doubt about our ability to continue
        as a
        going concern. During the quarter ended September 30, 2005, we incurred a
        net
        loss of $609,774 and increased cash by $106,561. As of September 30, 2005
        we had
        $116,702 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,
        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.
 *Index*
  Net
        cash
        used in operating activities was $975,678 for the nine months ended September
        30, 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 $106,661, and a decrease in accounts payable
        and accrued expenses of $212,193.
 
 During
        the nine months ended September 30, 2005, the Company did not purchase any
        property or equipment or invest in any other investing activity.
 
 Net
        cash
        provided by financing activities was $1,070,197 for the nine months ended
        September 30, 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
        September 30, 2005, our principal commitments consisted of obligations
        outstanding under capital and operating leases and convertible debt, which
        totaled $1,766,000. As of September 30, 2005, future minimum payments for
        capital leases and non-cancelable operating leases having terms in excess
        of one
        year amounted to $238,000 and $148,000, respectively, of which $305,000 is
        payable on non-cancelable operating leases in the remainder of 2005. The
        following table summarizes our contractual obligations at September 30, 2005,
        and the effect such obligations are expected to have on our liquidity and
        cash
        flows in future periods.
 
 September
                  30, 2005 (in thousands)
              
              Total
              
              Less
                  than
                1
                  Year
              
              1
                  -
                  3 Years
              
              4
                  -
                  5 Years
              
              After
                  5
                YearsContractual
                  Obligations:Capital
                  lease obligations
              
              $
              238
              
              $
              238
              
              $
              -
              
              $
              -
              
              $
              -Loan
                  payable
              
              
              280
              
              
              280
              
              
              -
              
              
              -
              
              
              -Convertible
                  debentures
              
              
              1,100
              
              
              1,100
              
              
              -
              
              
              -Operating
                  lease obligations
              
              
              148
              
              
              67
              
              
              81
              
              
              -
              
              
              -Total
                  contractual cash obligations
              
              $
              1,766
              
              $
              1,685
              
              $
              81
              
              $
              -
              
              $
              -
  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.
 
 In
        November 2004 through January 2005, 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
        September 30, 2005 $69,500 of the discount has been amortized, $450 and $59,083
        of which has been amortized during the three and nine months ended September
        30,
        2005, respectively. The notes began to mature in May 2005 and the Company
        has
        been in default on all of these notes since June 2005; however as of September
        1, 2006, no noteholder has provided the Company with written notification
        to
        impose the default interest rate of 18% per annum from the date of default.
        In
        March 2005, the Company repaid $40,000 of the notes with accrued interest
        of
        $945. Accrued interest on these notes as of September 30, 2005 was
        $22,434.
 *Index*
  On
        March
        3, 2005, we closed a privately placed bridge financing of convertible debentures
        (“Debentures”) and warrants. We received $993.500 in cash, after payment of
        $106,500 of issuance costs, 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
        were
        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 was not timely filed, or declared effective
        within
        90 days after filing with the SEC or, if after the registration statement
        is
        first declared effective 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 were required to pay specified
        liquidated damages to the investors as set forth in a registration rights
        agreement.
 
 As
        of
        September 2, 2005, the Company has been in default under the Debentures.
        As a
        result, the Company has incurred additional interest and penalties since
        the
        maturity date.
 
 As
        of
        September 21, 2006, p rincipal
        in the amount of $1,387,500 was owed on debentures and notes to stockholders
        plus there were notes payable outstanding to First National Bank of Colorado,
        Daniel Myers and Peter Bordes with principal amounts owed of $169,961, $75,000
        and $7,500 respectively.
 
 As
        of
        September 12, 2006, the Company has entered into a Forebearance and Settlement
        Agreement (the “ Forebearance
        Agreement ”)
        with
        all holders of the Debentures. Under the terms of the Forebearance Agreement,
        among other things, the Debenture holders have agreed to forebear from
        exercising any rights against the Company for an initial ninety (90) day
        period
        beginning September 12 th 2006 and
        during this ninety (90) day period, no additional interest will accrue on
        the
        Debentures. The Company has agreed to use its reasonable best efforts during
        this ninety (90) day period to, among other things, raise funds to repay
        a
        portion of the Debentures, and the balance of the Debentures would convert
        into
        the securities issued by the Company in such financing.
 
 **FOREIGN
        CURRENCY EXCHANGE RATE RISK**
 
 A
        portion
        of our expenses, primarily general and administrative expenses relating to
        our
        Vancouver, British Columbia, Canada office, are denominated in Canadian dollars
        while our functional currency is the U.S. dollar. During the quarter ended
        September 30, 2005, as a result of depreciation of the Canadian dollar relative
        to the U.S. dollar, we realized foreign currency gain of approximately $18,000.
        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 $25,000 in foreign currency income for the
        year.
        Conversely, a 10% increase over 2005 would result in approximately $3,000
        in
        foreign currency loss 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 that these fluctuations will not adversely affect our results of
        operations in the future.
 
 **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 , 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.
 *Index*
  *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. UnregisteredSales of Equity Securities and Use of
        Proceeds**
 
 On
        August
        10, 2005, the Company entered into an Agreement and Plan of Merger (the “Merger
        Agreement”) by and among the Company and SuiteSpeed, Inc (“SuiteSpeed”).
        Pursuant to the Merger Agreement the Company issued 21,426,048, shares of
        the
        Company’s common stock to the former stockholders of SuiteSpeed and the Company
        also issued 6,183,870 shares to Suitespeed’s principal stockholder in
        cancellation of indebtedness owed by SuiteSpeed. These shares were issued
        in a
        private placement of securities exempt from registration under the Securities
        Act of 1933, as amended (the “Act”), pursuant to Section 4(2) of the Act. The
        following five persons received shares of the Company’s common stock pursuant to
        the Merger Agreement.
 
 Michael
                  S. Wasik:
              19,049,695
                  sharesSilver
                  Leaf Consulting LLC:
              2,232,084
                  sharesDavid
                  Shanks:
              76,505
                  sharesMark
                  Spangler:
              47,815
                  sharesReed
                  Bailey:
              19,949
                  shares
 
 On
        September 25, 2005, the Company issued 666,666 unregistered shares to Alliance
        Care Advisors as part of a Settlement Agreement. These shares were issued
        in an
        exempt transaction under Section 4(2) of the Act.
 
 On
        September 25, 2005, the Company issued an additional 150,000 unregistered
        shares
        to Manuel Wilson, a designee of Alliance Care Advisors, as part of a Settlement
        Agreement. These shares were issued in an exempt transaction under Section
        4(2)
        of the Act.
  **Item
        3. Defaults under Senior Securities**
 
 See
“Note
        7 - Liquidity and Capital Resources” under Part I, Item 1 for a discussion of
        the registrant’s defaults under its indebtedness.
 
 **Item
        5. Other Information**
 
 See
“Note
        5 - Notes Payable” under Part I, Item 1 for a discussion of indebtedness
        incurred during the quarter ended September 30, 2005 due to the First National
        Bank of Colorado.
  **Item
        6. Exhibits**
 
 (a)
        Exhibits.
 
 10.1
              Separation
                  Agreement dated May 10, 2006 between the Company and Mr. Aaron
                  Dobrinsky.
 
 10.2
              Note
                  payable to First National Bank of Colorado, dated June 30,
                  2005.
 
 10.3
              Amended
                  Note payable to First National Bank of Colorado, dated September
                  1,
                  2006.
 
 10.4
              Note
                  payable to Peter Borders, due August 17,
                  2007.
 
 31.1
              Certification
                  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the
                  Chief
                  Executive and Chief Financial Officers.
 
 32.1
              Certification
                  of the Chief Executive and Chief Financial Officers pursuant to
                  Section
                  906 of the Sarbanes-Oxley Act of 2002.
 *Index*
  **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:
        September 21, 2006
 
 ROOMLINX,
        INC.
 
 By:
              /s/
                  Michael S.WasikMichael
                  S. WasikPresident,
                  Chief Executive Officerand
                  Chief Financial Officer