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 June 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                   (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 September 9,
2005 was 132,075,669.

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 June 30, 2005

      Condensed Statements of Operations for the Three and Six Months Ended June
      30, 2005 and 2004

      Condensed Statements of Cash Flows for the Three and Six Months Ended June
      30, 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

RoomLinX, Inc.

                                  Balance Sheet
                                  June 30, 2005
                                   (Unaudited)

<TABLE>
<S>                                                                     <C>
Assets
Current assets:
     Cash                                                               $     36,913
     Accounts receivable and other                                           147,937

     Inventory                                                                87,254

     Work in progress                                                         12,154
     Due from sale of the continuing professional education segment           75,000

     Deferred finance costs                                                   73,826

     Prepaid and other current assets                                         18,762
                                                                        ------------
Total current assets                                                         451,846
Property and equipment, net                                                  117,574
Other assets                                                                  15,489
                                                                        ------------
Total assets                                                            $    584,909
                                                                        ============

Liabilities and Capital Deficiency
Current liabilities:
     Accounts payable and accrued expenses                              $    948,339
     Deferred revenue                                                        167,168
     Current portions of obligations under capital lease                     245,316
     Notes payable                                                           279,550
     Convertible debentures                                                  727,222

     Other current liabilities                                                25,668
                                                                        ------------
Total current liabilities                                                  2,393,263

Commitments and contingencies

Capital Deficiency:
     Preferred stock, stated value $.20, 5,000,000 shares authorized;
       720,000 shares issued and outstanding                                 144,000
     Common stock, $.001 par value, authorized 250,000,000 shares;
       issued and outstanding 104,441,799                                    104,442
     Additional paid-in capital                                           17,935,311
     Accumulated deficit                                                 (19,992,107)
                                                                        ------------
Total capital deficiency                                                  (1,808,354)
                                                                        ------------
Total liabilities and capital deficiency                                $    584,909
                                                                        ============
</TABLE>

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

                                 RoomLinX, Inc.
                             Statement of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                      Three months ended June 30,       Six months ended June 30,
                                                   ------------------------------    ------------------------------
                                                        2005             2004             2005             2004
                                                   -------------    -------------    -------------    -------------
<S>                                                <C>              <C>              <C>              <C>
Revenue
  System sales and installation                    $     278,928    $     240,347    $     618,535    $     528,043
  Service, maintenance and usage                         220,641          175,221          428,903          323,880
                                                   -------------    -------------    -------------    -------------
                                                         499,569          415,568        1,047,438          851,923
                                                   -------------    -------------    -------------    -------------
Costs and expenses
  System sales and installation                          239,814          172,479          515,843          423,541
  Service, maintenance and usage                         144,145          160,773          333,957          211,779
  Sales and marketing                                    181,966          251,974          342,324          555,439
  General and administrative                             544,173          151,109        1,030,227          390,240
  Depreciation                                            30,663           20,760           62,849           40,618
                                                   -------------    -------------    -------------    -------------
                                                       1,140,761          757,095        2,285,200        1,621,617
                                                   -------------    -------------    -------------    -------------
Loss before other costs and expenses                    (641,192)        (341,527)      (1,237,762)        (769,694)
                                                   -------------    -------------    -------------    -------------

Other Costs and Expenses
  Interest expense                                      (615,830)         (13,175)        (845,093)         (28,275)
  Foreign exchange (loss) income                         (12,508)           1,074           14,544            8,159
  Reorganization costs                                        --       (6,364,996)              --       (6,364,996)
  Financing costs                                       (110,848)              --         (146,676)              --
                                                   -------------    -------------    -------------    -------------
Total other costs and expenses                          (739,186)      (6,377,097)        (977,225)      (6,385,112)
                                                   -------------    -------------    -------------    -------------
Net loss                                           $  (1,380,378)   $  (6,718,624)   $  (2,214,987)   $  (7,154,806)
                                                   =============    =============    =============    =============

Basic and diluted loss per share                   $       (0.01)   $       (0.10)   $       (0.02)   $       (0.12)
                                                   =============    =============    =============    =============
Basic and diluted weighted-average number of
  common shares used to calculate loss per share     104,415,425       65,913,288      104,291,799       60,206,917
                                                   =============    =============    =============    =============
</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 June 30,
                                                                                  2005           2004
                                                                              -----------    -----------
<S>                                                                           <C>            <C>
Operating activities
     Net loss                                                                 $(2,214,987)   $(7,154,806)
     Adjustments to reconcile net loss to cash used in operating activities
        Depreciation                                                               62,849         40,618
        Common stock issued for operating costs                                    97,500        169,575
        Common stock and warrants issued for reorganization costs                      --      6,364,996
        Amortization of debt discount                                             785,855             --
        Amortization of deferred finance costs                                    146,675             --
        Amortization of capital lease obligation                                       --         (7,689)
        Decrease (Increase) in accounts receivable                                 30,122        (45,970)
        Increase in inventory & work in progress                                  (16,964)      (134,468)
        Decrease in prepaid and other assets                                        7,456         18,672
        Decrease in accounts payable and accrued expenses                          (4,818)      (104,220)
        Increase in deferred revenue                                              121,137        228,937
        (Decrease) Increase in other current liabilities                           (1,553)        14,638
                                                                              -----------    -----------
Cash used in operating activities                                                (986,728)      (609,717)

Investing activities
     Proceeds from merger                                                              --        711,117
     Purchase of property and equipment                                                --         (8,692)
                                                                              -----------    -----------
Cash provided by investing activities                                                  --        702,425

Financing activities
     Repayment from related parties                                                    --        (72,009)
     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                                                                 --        582,800
                                                                              -----------    -----------
Cash provided by financing activities                                           1,013,500        487,652
                                                                              -----------    -----------

Net increase in cash and cash equivalents                                          26,772        580,360

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

Cash, end of period                                                           $    36,913    $   587,612
                                                                              ===========    ===========

Cash interest paid                                                                  2,335         10,000
                                                                              ===========    ===========

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 June 30, 2005 the results of its
operations for the three and six month periods ended June 30, 2005 and 2004 and
its cash flows for the six month periods ended June 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 June 30, 2005, had a
working capital deficiency and capital deficiency of $1,941,417 and $1,808,354,
respectively. Accordingly, this raises substantial doubt about the Company's
ability to continue as a going concern. As of June 30 2005, the Company had
$36,913 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, management 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 June 30,        Six months ended June 30,
                                                    ---------------------------     --------------------------------
                                                        2005            2004              2005               2004
                                                    -----------     -----------     -------------      -------------
<S>                                                 <C>             <C>             <C>                <C>
Net loss, as reported                               $(1,380,378)    $(6,718,624)    $  (2,214,987)     $  (7,073,806)
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                                  $(1,380,378)    $(6,718,624)    $  (2,254,987)     $  (7,073,806)
                                                    ===========     ===========     =============      =============

Loss per share - basic and diluted, as reported     $     (0.01)    $     (0.10)    $       (0.02)     $       (0.12)
                                                    ===========     ===========     =============      =============

Pro forma loss per share - basic and diluted        $     (0.01)    $     (0.10)    $       (0.02)     $       (0.12)
                                                    ===========     ===========     =============      =============

Weighted Average Shares Outstanding                 104,415,425      65,913,288       104,291,799         60,206,917
                                                    ===========     ===========     =============      =============
</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 June 30, 2005 $69,050 of the
discount has been amortized, $21,500 and $58,633 of which has been amortized
during the three and six months ended June 30, 2005, respectively. The remaining
balance will be amortized over the term of the notes. The notes began to mature
in May 2005. The Company is currently in default on these notes however as of
June 30, 2005 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 June 30, 2005 was $15,453.
<PAGE>

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
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 debenture. For the six months
ended June 30, 2005, $727,222 of the discount and beneficial conversion has been
amortized, $556,111 of which has been amortized during the quarter ended June
30, 2005. 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. For
the six months ended June 30, 2005, $76,267 of the deferred finance cost has
been amortized, $57,836 of which has been amortized during the quarter ended
June 30, 2005. 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               Six Months Ended
                                                June 30,
                             2005           2004           2005           2004
                         ----------     ----------     ----------     ----------
United States            $  475,476     $  359,115     $  987,592     $  752,526
Canada                       24,093         56,453         59,846         99,397
                         ----------     ----------     ----------     ----------
                         $  499,569     $  415,568     $1,047,438     $  851,923
                         ==========     ==========     ==========     ==========

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

                                       June 30,
                                  2005          2004
                                --------      --------
United States                   $ 59,651      $162,692
Canada                            57,923        75,190
                                --------      --------
                                $117,574      $237,882
                                ========      ========

Note 8 - Subsequent Events

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 21,450,000 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 cancel certain indebtedness of
SuiteSpeed to its principal stockholder, Michael Wasik.
<PAGE>

      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.

      SuiteSpeed is a provider of high-speed wireless Internet access solutions
to hotels. SuitesSpeed's results of operations for the periods on and after the
closing will be included in the Company's results.

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.
<PAGE>

FORWARD-LOOKING STATEMENTS

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

RESULTS OF OPERATIONS

Three months ended June 30, 2005 Compared to Three months ended June 30, 2004

System sales and installation revenue. System sales and installation revenue
increased to $279,000 for the quarter ended June 30, 2005 from $240,000 for the
quarter ended June 30, 2004. During the quarter ended June 30, 2005, we obtained
7 new customers as compared to 8 in the same period last year; the revenue
increase was due to the average size of the customers added. During the quarter
ended June 30, 2005, the average revenue per customer was approximately $40,000
as compared to $30,000 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 and as we integrate SuiteSpeed into our business
offerings.

Service, maintenance and usage revenue. Service, maintenance and usage revenue
increased to $221,000 for the quarter ended June 30, 2005 from $175,000 for the
quarter ended June 30, 2004. The increase was due to an increase in the number
of customers we service on a recurring basis to 96, or 21,971 rooms as of June
30, 2005 as compared to 67 or 17,999 rooms as of June 30, 2004. 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 increased to $240,000 for the quarter ended June 30, 2005
from $172,000 for the quarter ended June 30, 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 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 decreased to $144,000 for the quarter ended June 30, 2005 from
$161,000 for the quarter ended June 30, 2004. Such decrease is primarily
attributable to the decreased support costs as a result of 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.
<PAGE>

Sales and marketing. Sales and marketing expense decreased by $70,000 to
$182,000 during the quarter ended June 30, 2005 from $252,000 for the quarter
ended June 30, 2004. Such decrease is attributable to a decrease in advertising
costs of $41,000, a decrease in personnel and personnel related costs of $23,000
and a decrease in travel and entertainment costs of $6,000. We have implemented
certain cost control measures during 2005, including reductions in staff.

General and administrative. General and administrative expense increased by
$393,000 to $544,000 for the quarter ended June 30, 2005 from $151,000 for the
quarter ended June 30, 2004. The increase is attributable to increased personnel
and personnel related costs of $211,000, office related expenses such as rent,
telephone and supplies of $56,000, and travel and professional fees of $126,000.
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 $10,000 to $31,000 for the quarter ended June 30, 2005 from $21,000
for the quarter ended June 30, 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 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 $603,000 to $616,000 for the
quarter ended June 30, 2005 from $13,000 for the quarter ended June 30, 2004.
The increase is primarily attributable to amortization of debt discount of
$578,000. 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 loss was $13,000 during the quarter ended
June 30, 2005 as compared to foreign exchange income of $1,000 during the
quarter ended June 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")

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

Financing costs. Financing costs during the quarter ended June 30, 2005 were
$111,000. Such costs 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.

Six months ended June 30, 2005 Compared to Six months ended June 30, 2004

System sales and installation revenue. System sales and installation revenue
increased to $619,000 for the six months ended June 30, 2005 from $528,000 for
the six months ended June 30, 2004. During the six month period ended June 30,
2005, we obtained 19 new customers as compared to 17 in the same period last
year; revenue increased due to the increased volume of installations while the
average revenue per customer increased to approximately $33,000 for the six
months ended June 30, 2005 as compared to approximately $31,000 for the same
period last year.

Service, maintenance and usage revenue. Service, maintenance and usage revenue
increased to $429,000 for the six months ended June 30, 2005 from $324,000 for
the six months ended June 30, 2004. The increase was due to an increase in the
number of customers we service on a recurring basis to 96, or 21,971 rooms as of
June 30, 2005, an increase of 2,705 rooms during the six months ended June 30,
2005 as compared to 67 or 17,999 rooms as of June 30, 2004.
<PAGE>

Cost of system sales and installation revenue. Cost of system sales and
installation revenue increased to $516,000 for the six months ended June 30,
2005 from $423,000 for the six months ended June 30, 2004. The increase was
primarily attributable to the corresponding increase in revenue. Such costs
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 $334,000 for the six months ended June 30, 2005 from
$211,000 for the six months ended June 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 $213,000 to
$342,000 during the six months ended June 30, 2005 from $555,000 for the six
months ended June 30, 2004. Such decrease is attributable to a decrease in
personnel and personnel related costs of $122,000, a decrease in advertising
costs of $70,000, and a decrease in travel and entertainment costs of $25,000,
which was partially offset by an increase in commissions of $4,000.

General and administrative. General and administrative expense increased by
$640,000 to $1,030,000 for the six months ended June 30, 2005 from $390,000 for
the six months ended June 30, 2004. The increase is attributable to increased
personnel and personnel related costs of $347,000, office related expenses such
as rent, telephone and supplies of $115,000, and travel and professional fees of
$178,000.

Depreciation of property and equipment. Depreciation of property and equipment
increased by $22,000 to $63,000 for the six months ended June 30, 2005 from
$41,000 for the six months ended June 30, 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 are being depreciated on a straight line basis over
the remaining life of the contracts with such customers.

Interest expense. Interest expense increased by $817,000 to $845,000 for the six
months ended June 30, 2005 from $28,000 for the six months ended June 30, 2004.
The increase is primarily attributable to amortization of debt discount of
$786,000. 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 $7,000 to $15,000 during the
six months ended June 30, 2005 from $8,000 during the six months ended June 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 six months ended June 30, 2005 were
$147,000. Such costs 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.

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 June
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,
pay accrued expenses and for other working capital purposes.
<PAGE>

We have incurred significant operating losses since our inception and as of June
30, 2005 had a working capital deficiency and capital deficiency of $1,941,000
and $1,808,000, respectively. Accordingly, this raises substantial doubt about
our ability to continue as a going concern. During the quarter ended June 30,
2005, we incurred a net loss of $1,380,000 and used $310,000 of cash to fund
operating activities. As of June 30, 2005 we had $37,000 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.

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 $987,000 for the six months ended June
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 $17,000, and a decrease in accounts payable
and accrued expenses of $5,000.

During the six months ended June 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 $1,014,000 for the six months
ended June 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 June 30, 2005, our principal commitments consisted of obligations
outstanding under capital and operating leases and convertible debt, which
totaled $1,784,000. As of June 30, 2005, future minimum payments for capital
leases and non-cancelable operating leases having terms in excess of one year
amounted to $242,000 and $162,000, respectively, of which $308,000 is payable on
non-cancelable operating leases in the remainder of 2005. The following table
summarizes our contractual obligations at June 30, 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
June 30, (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                     162            66            96            --            --
                                                   ------        ------        ------        ------        ------

      Total contractual cash
      obligations                                  $1,784        $1,688        $   96        $   --        $   --
                                                   ======        ======        ======        ======        ======
</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.
<PAGE>

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
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 June 30, 2005, as a result of appreciation of the Canadian dollar
relative to the U.S. dollar, we realized foreign currency loss of approximately
$13,000. 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 $8,000 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 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.
<PAGE>

Item 3. Controls and Procedures

Disclosure Controls and Procedures.

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

Internal Control Over Financial Reporting.

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

                           PART II - OTHER INFORMATION

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

On May 2, 2005, the Company issued 75,000 shares of common stock to an
individual as consideration relating to investor relation services provided to
the Company.

These securities 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. In these transactions, the Company understands that:

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

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

      o     the 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

                                   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 13, 2005

ROOMLINX, INC.


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