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

                                   FORM 10-KSB

                   [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2004

                 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                          Commission File No. 000-26213

                                 ROOMLINX, INC.

                 (Name of Small Business Issuer 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)

           Securities registered under Section 12(b) of the Act: None

              Securities registered under Section 12(g) of the Act:

(i) Common Stock, $.001 Par Value; and

(ii) Class A Preferred Stock, $.20 Par Value.

Check  whether the issuer (1) filed all reports  required to be filed by section
13 or 15(d) of the  Exchange  Act during the past 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: [_]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of the Form  10-KSB  or any
amendment to this Form 10-KSB [X]

State issuer's revenues for its most recent fiscal year:  $2,008,921.

Sate the aggregate market value of the voting and non-voting  common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified  date within the past 60 days.  (See  definition  of affiliate in Rule
12b-2 of the Exchange Act.)

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant is approximately $3,635,310 as of April 29, 2005.

As of April 29, 2005,  104,366,799  shares of the registrant's  common stock and
720,000 shares of the registrant's preferred stock are issued and outstanding.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):

Yes [_] No [X]


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INDEX


PART I

Item 1.      Description of Business.......................................... 3

Item 2.      Description of Properties........................................ 8

Item 3.      Legal Proceedings................................................ 8

Item 4.      Submission of Matters to a Vote of Security Holders.............. 8


PART II

Item 5.      Market for Common Equity and Related Stockholder Matters......... 9

Item 6.      Management's Discussion and Analysis of Financial Condition
             and Plan of Operations...........................................10

Item 7.      Financial Statements.............................................18

Item 8.      Changes in and Disagreements with Accountants on Accounting and
             Financial Disclosure.............................................18

Item 8A.     Controls and Procedures..........................................18

Item 8B.     Other Information................................................19


PART III

Item 9.      Directors, Executive Officers, Promoters and Control Persons;
             Compliance with Section 16(a) of the Exchange Act................20

Item 10.     Executive Compensation...........................................21

Item 11.     Security Ownership of Certain Beneficial Owners Management.......25

Item 12.     Certain Relationships and Related Transactions...................27

Item 13.     Exhibits.........................................................27

Item 14.     Principal Accountant Fees and Services...........................29

Signatures....................................................................30



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<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

ORGANIZATIONAL HISTORY

        Under  the  terms  of an  Agreement  and  Plan of  Merger  by and  among
RoomLinX,  Inc., a Nevada corporation which we refer to in this Annual Report as
"Old RoomLinX",  Arc  Communications,  Inc., a New Jersey  corporation  which we
refer to in this Annual  Report as "Arc",  and RL  Acquisition,  Inc.,  a Nevada
corporation  and a wholly-owned  subsidiary of Arc  Communications,  dated as of
February 25, 2004,  we completed a  reorganization  on June 28, 2004 pursuant to
which:

      o     Old RoomLinX  merged with and into RL  Acquisition;  as part of that
            transaction,  the former shareholders of Old RoomLinX received, in a
            private placement,  68,378,346 shares of Arc common stock and former
            holders of options and  warrants to purchase  shares of Old RoomLinX
            common stock received options and warrants to purchase an additional
            11,465,000 shares of Arc common stock;

      o     Arc  merged  with  and  into RL  Acquisition;  as a  result  of that
            transaction,  each outstanding share of Arc common stock,  including
            the shares issued to the former shareholders of Old RoomLinX, became
            one share of common  stock of RL  Acquisition  and each  outstanding
            option  and  warrant  to  purchase  a  share  of Arc  common  stock,
            including the options and warrants held by the former option holders
            and warrant holders of Old RoomLinX,  became an option or warrant to
            purchase  one share of common  stock of RL  Acquisition  on the same
            terms and conditions as the former  options and warrants  granted by
            Old RoomLinX and Arc; and

      o     RL Acquisition  changed its name to RoomLinX,  Inc.; when we seek to
            distinguish between RL Acquisition and Old RoomLinX,  we refer to RL
            Acquisition as "New RoomLinX".

We refer to these  transactions  as the  "2004  Reorganization".  After the 2004
Reorganization  was  completed,  Arc wound down its  existing  business  and the
business  of  New  RoomLinX  became  the  business  previously  operated  by Old
RoomLinX.  In this Annual Report, except where otherwise noted, when we refer to
the terms "we",  "our",  "us" and  comparable  terms,  we are  referring  to the
combined  companies  for all  periods  on and  after  June  28,  2004 and we are
referring to Old RoomLinX for all periods prior to that date.

         The 2004  Reorganization has been accounted for as a  recapitalization,
which is accounted  for similar to the issuance of stock by Old RoomLinX for the
net assets of Arc with no  goodwill or other  intangibles  being  recorded.  All
financial   data  in  this  Annual   Report  for  periods   prior  to  the  2004
Reorganization  represent financial data of Old RoomLinX. All financial data for
periods subsequent to the 2004  Reorganization  represent  financial data of the
combined companies.

GENERAL

         Prior to the merger with Old RoomLinX,  Inc., Arc focused  primarily in
the area of interactive multimedia programs. Arc formed strategic alliances with
advertising agencies that had major  pharmaceutical  companies as their clients.
By forming  these  alliances,  Arc's clients were able to use its expertise in a
variety of interactive  multimedia  areas.  Further,  such  strategic  alliances
enabled Arc's clients to use leading edge  technologies  without having to incur
substantial development costs. Arc earned revenues from the interactive programs
from billing for the  creative  development.  Arc's  expenses  were  principally
payroll related and purchase costs were insignificant.

         The market for Arc's services was highly  competitive and characterized
by pressures to incorporate new technologies,  accelerate  completion  schedules
and reduce prices.  Arc faced  competition  from a number of sources,  including


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<PAGE>

potential  customers  that  perform  interactive  marketing  and  communications
services and website development services in-house.  These sources also included
other   website   service   boutique   firms,   communications,   telephone  and
telecommunications  companies,  computer hardware and software companies such as
Microsoft Corporation and Adobe Systems Incorporated, established online service
companies, advertising agencies,  internet-services and access providers as well
as  specialized  and integrated  marketing  communication  firms.  Many of Arc's
competitors  had  longer  operating   histories,   more   substantial   customer
relationships and significantly  greater financial,  managerial,  technological,
sales,  marketing and other resources than Arc. Subsequent to December 31, 2002,
Arc reduced its staff to keep its overhead in line with decreasing revenues.  At
December 31, 2003, Arc had three full-time employees.  During the latter portion
of 2003,  the three  customers  that  accounted for  substantially  all of Arc's
revenue chose not to renew their  relationships  with Arc.  Effective  March 31,
2004 in contemplation of the 2004  Reorganization,  Arc ceased operations in the
interactive multimedia program business.

         As of, June 28, 2004, our business has focused entirely on the business
of Old  RoomLinX,  namely,  providing  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.  As of December 31, 2004, we had installed our networking solution in
approximately 76 hotels and 19,608 rooms.

         Our solution offers easy to use access,  providing instant and seamless
connections  for laptop users from  anywhere  throughout  a property,  including
guest rooms,  meeting  rooms,  back office and public  areas,  over a high-speed
connection that is up to 300 times faster than a standard  dial-up modem.  Users
on this network  have access to home and  corporate  email  accounts and Virtual
Private Networks, also known as VPNs. These users have flexible billing options,
choosing from any one of free service, flat rate, time based usage or unlimited.
In addition these users can expand the service to include  value-added  services
such as wireless  point of sale,  maintenance,  check-in and internet  telephony
services.

RECENT DEVELOPMENTS

            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.  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 will reflect a $572,000 debt  discount  relating to the fair value of
the  warrants  issued.  The  discount  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.

               We  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.

            During March 2005, we retained Cubitt Jacobs & Prosek Communications
(CJP) as  investor  relations  counsel.  CJP  will  provide  infrastructure  and
programming for all of our investor communications in the United States.

           On April 1, 2005, we entered into a  non-binding  letter of intent to
purchase  all  the  outstanding  stock  of  Suitespeed,  Inc.  in  exchange  for
21,450,000 shares of common stock. Suitespeed, a provider of high-speed wireless
Internet access solutions, delivers WiFi services to hotels. Consummation of the
transaction is subject to completion of due diligence, execution of a definitive
agreement and closing conditions to be provided for in the definitive agreement.

OUR SERVICES

         We offer the following services to our customers:


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<PAGE>

      o     site-specific determination of needs and requirements;

      o     design and installation of the wireless or wired network;

      o     full maintenance and support of the network;

      o     technical support to assist guests and hotel staff 24 hours a day, 7
            days a week, 365 days a year;

      o     hotel staff and management training, and

      o     marketing  assistance  and continuous  network  monitoring to ensure
            high quality of service.

         The main service we currently offer is the  installation  and servicing
of wired and wireless  networks in the hotel industry.  Wired systems  typically
consist of legacy networks and  arrangements  resulting from assumed  contracts.
Over time,  our goal will be to migrate  our  deployed  base  solely to wireless
networks.

         Our strategy is to focus our resources on  delivering,  a wide range of
communications and information services to the hotel industry.  In addition,  we
plan  to  enter,  either  organically,  or  through  partnerships  with  current
providers, the sale of our services to other hospitality,  recreational and both
public and private facilities.

         The  network's  that we  install  can  supply the hotel with all of the
requirements  to supply the  hotel's  back  office,  guest  rooms,  restaurants,
lobbies,  convention  center  and  meeting  rooms over the  internal  local area
network (LAN).  For  convention  centers  requiring a high-speed  connection for
their booths and meeting  areas,  our wireless local area network (WLAN) product
enables  portable and mobile  computer  users to seamlessly  access the Internet
from anywhere within the convention  center.  Users access the Internet  without
any  modification to their computer and can walk freely about the premises while
still being connected to the network.

         When we commence  service to a new hotel property,  we install hardware
in the hotel and integrate  that hardware into the hotel's  billing  server.  We
give the client hotel property two options in acquiring our high-speed  Internet
services:  the hotel can buy the  system  and pay us a  monthly  service  fee to
maintain technical support (usually on a per room per month basis), or the hotel
can lease-to-own the system with a third party and pay us a monthly service fee.
We also obtain fee income by enabling "meeting rooms" for our hotel customers.

         We  generally  have the first right of refusal to provide all  wireless
services  to the  hotel as well as to  provide  value  added  services  over the
installed  network.  We believe that there are many other  products  that can be
offered to hotels to increase their revenues and profit margins.  We expect that
the majority of these services will be offered in conjunction with third parties
that have expertise with the particular service.

         We  believe  that the  potential  market  for our  services  is largely
underserved,  providing us with opportunities for additional growth.  Subject to
capital constraints, we intend to leverage the "RoomLinX" brand and distribution
to offer a wider portfolio of products and services.

         We seek to deepen  penetration  within our installed  customer base and
expand the breadth of our overall  customer base by  distinguishing  our current
and future  offerings with value-added  solutions  through  increased  marketing
activities.

OUR STRATEGY

         Our short term strategies include the following:

      o     We are seeking to grow the number of rooms in our installed base. We
            believe that we will be able to achieve  certain  economies of scale


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            if we are able to increase our volume. Such growth may occur through
            internal growth or through  acquisitions,  although with our limited
            capital external growth necessarily is constrained.

      o     We are seeking to grow the number of rooms under management.  We can
            improve our margins  through the recurring  revenues that we receive
            from rooms under management.

      o     We are seeking to attain  preferred vendor status with premier hotel
            chains.  Our hotel  customers  include  many of the  country's  most
            highly  regarded  hotel  chains.  If we are  successful in attaining
            preferred  vendor status,  we will be able to expand our services to
            cover the applicable chain's site map.

      o     We are seeking to leverage  our core  competency  by  expanding  the
            markets we serve beyond  hotels to  convention  centers (such as the
            Miami  Convention  Center,  which  we now  serve),  time  share  and
            extended  stay units and family  lodgings at college and  university
            campuses.

         Our longer term strategies include the following:

      o     We hope to expand the IP-based services that we offer to include:

            o     "Print-Me" services,  which allows a hotel guest who is online
                  in his or her room to print documents at the concierge's desk;

            o     wireless  surveillance  cameras,  to improve security in hotel
                  common areas;

            o     voice over the Internet (VoIP) availability;

            o     wireless video on demand (VOD) availability; and

            o     managed  technical  services,  to  provide  special  technical
                  services to users.

      o     We hope to offer  content,  or portal  services,  to our  customers,
            thereby enabling us to generate "per click" revenues.

      o     We have begun to consider  expansion  into the Caribbean and Eastern
            European hotel industry,  as well as other  infrastructure and value
            added services.

         Ultimately,  we hope to position  ourselves as our  customers'  central
communications  provider.  From  our  installed  hardware,  we hope  to  provide
telephony, broadband, security, managed technology, printing, video and business
center services for our customers.  However, we cannot assure our investors that
we will be successful in attaining  these goals or that we will not pursue other
strategies when opportunities arise. Among other things, capital constraints and
competition, among other factors, may preclude us from attaining our goals.

SALES AND MARKETING

         SALES

         As of December 31, 2004, our direct sales force consisted of 5 persons.
While  we  will  always   require  a  small   in-house   team  of  direct  sales
representatives,  we believe that if we are to grow the scale of our operations,
it will be necessary for us to develop a channel sales program. As a result, our
direct  sales  are  supplemented  by  strategic   alliances  with  communication
marketing companies and communication  providers.  These  organizations  already
have preferred access to customers, which may give us an advantage in the market


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<PAGE>

place.  These sales  representatives  are paid on a commission basis. We provide
sales   training  and   packaged   marketing   materials   to  our   independent
representatives in order to obtain optimum installation  contracts. We currently
employ 4 in-house  technical  sales and  marketing  personnel  who  support  the
representatives  in the  field  and  whose  goal  is to  effectively  close  the
contracts.

         There  are  three  succinct   areas  of  outsource   marketing  in  the
hospitality sector that we concentrate our sales efforts on:

      o     Independent Communication Sales Representatives,  and Representative
            Organizations   -  This   group   sells   local  and   long-distance
            communication  products into the hotel industry.  For the most part,
            they have long-term contract  commitments with the hotels to provide
            these  services.  Because they sell multiple lines of  communication
            services to hotels,  they have direct  contact with the  Information
            Systems  director.  These services save money for the hotels as well
            as providing them with additional  income to the hotel,  and as such
            they have good access to the decision-maker in this market.

      o     Wholesale   Equipment   Suppliers,   Equipment   Installers  in  the
            Hospitality  Market - This group sells and  installs  central  phone
            systems - also know as PBX  systems - voice mail  systems,  property
            management  systems and software related services  directly into the
            hotel market.  Since these services are directly related to both the
            income and marketing sides of the hospitality  area, we believe that
            their access to this clientele is very good.

      o     The Hotel Interconnect  Individual or Companies - This group handles
            the   installation   and  the   maintenance   for  the   Independent
            Communications Sales Representative and Interconnect companies.

         Typically,  at  least  one and  often  all  three of the  above  groups
interact  with the hotel  industry  on a daily  basis.  This  provides us with a
valuable  source of sales and marketing  personnel  with direct contact into the
industry.

         MARKETING

         We typically deploy a marketing mix consisting of direct mail, Internet
direct response,  print ads in periodicals  aimed at hospitality  industry,  and
tradeshow sponsorship and support . OPERATIONS

         We have built a  foundation  on which to achieve  growth  with  minimal
fixed  expenditures.  We have achieved this by building the  infrastructure  and
quality  controls to outsource  the  following  functions:  system  integration,
bandwidth provisioning, system deployment, and technical support and service. We
act as a service provider that aggregates the products and services  required to
install  wireless  high-speed  networks  and  deploys  them  through a  delivery
infrastructure that combines in-house technical and RF (radio frequency) experts
with select system  integrators in the customer's  area.  After  installation we
seek to manage the network under a long-term contract.

COMPETITION

                  The  market  for  our   services  is   becoming   increasingly
competitive.  Our  competitors  may  use  the  same  products  and  services  in
competition with us. With time and capital, it would be possible for competitors
to replicate our services and offer similar services at a lower price. We expect
that we will  compete  primarily  on the  basis of the  functionality,  breadth,
quality  and  price of our  services.  Our  current  and  potential  competitors
include:

      o     Other wireless high speed internet access  providers,  such as STSN,
            Guest-Tek, Wayport, Core Communications and StayOnLine;

      o     Other viable network carriers,  such as SBC, Comcast, Sprint and COX
            Communications; and


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      o     Other   internal   information   technology   departments  of  large
            companies.

Many of our  existing  and  potential  competitors  have  substantially  greater
financial,   technical,   marketing  and  distribution  resources  than  we  do.
Additionally,  many of these  companies have greater name  recognition  and more
established  relationships  with  our  target  customers.   Furthermore,   these
competitors  may be able to adopt more  aggressive  pricing  policies  and offer
customers more attractive  terms than we can. In addition,  we have  established
strategic  relationships  with many of our potential  competitors.  In the event
such  companies  decide to compete  directly with us, such  relationships  would
likely be terminated, which could have a material adverse effect on our business
and reduce our market share or force us to lower prices to unprofitable levels.

RESEARCH AND DEVELOPMENT

         We seek to  continually  enhance the  features and  performance  of our
existing products and services.  In addition,  we are continuing to evaluate new
products  to  meet  our  customers'   expectations  of  ongoing  innovation  and
enhancements.

         Our ability to meet our customers'  expectations depends on a number of
factors, including our ability to identify and respond to emerging technological
trends in our target markets, develop and maintain competitive products, enhance
our existing  products by adding features and functionality  that  differentiate
them from those of our competitors  and offering  products on a timely basis and
at competitive prices. Consequently,  we have made, and we intend to continue to
make, investments in research and development.

EMPLOYEES

         As of December 31, 2004 we had a total of 18 full-time employees.  None
of our employees are covered by a collective  bargaining  agreement.  We believe
that our relations with our employees are good.

RISK FACTORS

         Our business is subject to numerous risks and uncertainties.  Investors
should consider those risks and uncertainties, described in Exhibit 99.1 of this
Annual Report,  whenever  evaluating our company or an investment in our capital
stock.

ITEM 2. DESCRIPTION OF PROPERTY

We own no real  property.  Our principal  offices are located at 401  Hackensack
Avenue in Hackensack,  New Jersey, consisting of approximately 2,424 square feet
that we lease  until  March  2008.  Additionally,  we rent  offices  located  in
Vancouver,  British Columbia,  Canada  consisting of approximately  1,919 square
feet  that we lease  until  May  2007.  The  Company  plans to  consolidate  the
Vancouver office with our Hackensack, New Jersey office during the first half of
2005.  Our current lease in Vancouver is below market and we believe that we may
be able  to  enter  into a  sublease  arrangement  with a  third  party  for the
remainder of the lease term.

ITEM 3. LEGAL PROCEEDINGS

No material  legal  proceedings to which the Company (or any officer or director
of the Company, or any affiliate or owner of record or beneficially of more than
five percent of the Common  Stock,  to  management's  knowledge)  is party or to
which the  property of the Company is subject is pending,  and no such  material
proceeding is known by management of the Company to be contemplated.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders through the solicitation
of proxies or otherwise during the fourth quarter of the 2004 fiscal year.


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                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

Our common stock trades on the OTC-Bulletin  Board under the symbol "RMLX".  Our
Class A  Preferred  Stock  trades on the  OTC-Bulletin  Board  under the  symbol
"RMLXP". For the periods indicated,  the following table sets forth the high and
low bid quotations for our Common Stock and Class A Preferred  Stock as reported
by the National  Quotation Bureau,  Inc. The quotations  represent  inter-dealer
quotations  without  retail  mark-up,   mark-down  or  commission  and  may  not
necessarily represent actual transactions.

       SYMBOL     TIME PERIOD                     LOW       HIGH
       ------     -----------                     ---       ----

       RMLX

                  January 1 - March 31, 2003       .06       .30
                  April 1 - June 30, 2003          .07       .15
                  July 1 - September 30, 2003      .08       .20
                  October 1 - December 31, 2003    .12       .40
                  January 1 - March 31, 2004       .20       .59
                  April 1 - June 30, 2004          .16       .32
                  July 1 - September 30, 2004      .14       .25
                  October 1 - December 31, 2004    .10       .21
                  January 1 - March 31, 2005       .04       .20
                  April 1 - April 29, 2005         .04       .06

       RMLXP

                  January 1 - March 31, 2003       .05       .05
                  April 1 - June 30, 2003          .04       .04
                  July 1 - September 30, 2003      .04       .20
                  October 1 - December 31, 2003    .06       .15
                  January 1 - March 31, 2004       .10       .15
                  April 1 - June 30, 2004          .12       .15
                  July 1 - September 30, 2004      .15       .15
                  October 1 - December 31, 2004    .05       .15
                  January 1 - March 31, 2005       .06       .08
                  April 1 - April 29, 2005         .06       .06

The closing bid for our Common Stock on the OTB-Bulletin Board on April 29, 2005
was $0.04.  As of December 31, 2004,  103,991,799  shares of Common Stock issued
and  outstanding  which were held of record by 264  persons.  As of December 31,
2004,  720,000 shares of preferred stock issued and outstanding  which were held
of record by 2 persons.  We believe that there are  approximately 700 beneficial
owners of our Common Stock

The  Company  has not  paid  any  cash  dividends  on its  stock.  There  are no
restrictions  currently  in effect which  preclude  the Company  from  declaring
dividends.  However,  dividends  may not be paid on the Common Stock while there
are accrued but unpaid dividends on the Class A Preferred  Stock,  which bears a
9%  cumulative  dividend.  As of December 31, 2004 accrued but unpaid  preferred
stock dividends  aggregated  $82,000. It is the current intention of the Company
to retain any  earnings  in the  foreseeable  future to  finance  the growth and
development of its business and not pay dividends on the Common Stock.

                     RECENT SALE OF UNREGISTERED SECURITIES

Reference is made to Item 2 of Part II of the Quarterly Report on Form 10-QSB of
ARC  Communications,  Inc. for the quarter ended March 31, 2004 for  information
regarding securities issued by Arc during March and April 2004.


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<PAGE>

Reference is made to Item 2 of Part II of the Company's Quarterly Report on Form
10-QSB for the quarter ended June 30, 2004 for information  regarding securities
issued by the Company during June 2004.

Reference is made to Item 3.02 of the Company's Current Report on Form 8-K dated
November 24, 2004 for information  regarding securities issued by the Company in
a private placement during the fourth quarter of 2004.

In  addition,  during  November  2004,  the Company  issued  $250,000  aggregate
principal  amount of notes and warrants to purchase a total of 1,250,000  shares
of the Company's  Common Stock to a limited group of accredited  investors  (the
"Investors").  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. Each of the Investors  represented
to the Company that:

      o     such Investor is an "accredited investor";

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

      o     it  understands  that the  shares  of  common  stock  issued  to the
            Investor  have  not  been  registered  under  the  Act or any  state
            securities laws; and

      o     it acknowledges that it 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. 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.


                                       10
<PAGE>

We effected  the 2004  Reorganization  in June 2004.  The  transaction  has been
accounted  for as a  recapitalization,  which is  accounted  for  similar to the
issuance of stock by Old  RoomLinX for the net assets of Arc with no goodwill or
other intangibles being recorded.

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  annual  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


                                       11
<PAGE>

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 Exhibit  99.1 to this  Annual  Report.  Our actual
results could differ  materially  from the results  expressed in, or implied by,
such forward- looking statements.

The following table sets forth for the periods  indicated certain financial data
as a percentage of revenue:

RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                              Seven months
                                                    Year ended           Year ended               ended
                                                   December 31,         December 31,          December 31,
                                                       2004                 2003                  2002
                                                 ------------------   ------------------    ------------------
<S>                                                          <C>                  <C>                   <C>
Revenue
              System sales and installation                  62.4%                75.9%                 62.5%
              Service, maintenance and usage                 37.6%                24.1%                 37.5%
                                                 ------------------   ------------------    ------------------

Total Revenue                                               100.0%               100.0%                100.0%

Costs and expenses
              System sales and installation                  53.2%                61.4%                 58.4%
              Service, maintenance and usage                 20.7%                10.3%                 18.5%
              Sales and marketing                            50.6%                22.5%                 40.3%
              General and administrative                     74.3%                28.7%                 31.8%
              Depreciation                                    4.4%                 5.5%                 15.9%
                                                 ------------------   ------------------    ------------------
Total costs and expenses                                    129.3%                56.7%                 88.0%
                                                 ------------------   ------------------    ------------------

Loss before other costs and expense                        -103.2%               -28.4%                -64.8%

Other costs and expenses
              Interest expense                               -2.7%                -1.3%                 -1.4%
              Reorganization cost                          -499.1%
              Loss on foreign exchange                       -1.1%                -4.1%                  1.2%
              Financing costs                                 0.0%                -7.6%                -13.2%
                                                 ------------------   ------------------    ------------------
Total other costs and expenses                             -502.9%               -13.0%                -13.5%
                                                 ------------------   ------------------    ------------------

Net loss                                                   -606.1%               -41.5%                -78.3%
                                                 ==================   ==================    ==================
</TABLE>

YEAR ENDED DECEMBER 31, 2004 COMPARED TO YEAR ENDED DECEMBER 31, 2003

System sales and installation  revenue.  System sales and  installation  revenue
decreased to $1,253,000  during the year ended December 31, 2004 from $1,524,000
during the year ended  December 31, 2003.  While during the year ended  December
31,  2004,  we  obtained  29 new  customers,  just as we did last year,  revenue
decreased  due to the reduced  average size of the customers  added.  During the
year ended December 31, 2004, the average revenue per customer was approximately
$43,000 as compared to $52,000  during the prior year.  Due to the nature of our
business,  revenue fluctuations may occur from time to time based on the size of
the new customer contracts during the period.

Service,  maintenance and usage revenue. Service,  maintenance and usage revenue
increased to $756,000 for the year ended December 31, 2004 from $483,000 for the
year ended  December 31, 2003. The increase was due to an increase in the number
of  customers  we  service  on a  recurring  basis to 77 or  19,266  rooms as of
December 31, 2004, an increase of 9,002 rooms during the year ended December 31,
2004 as compared to 48 or 10,264 rooms as of December 31,  2003.  We  anticipate
that service,  maintenance  and usage  revenue will  increase  during 2005 as we
continue to increase our customer base.

Cost of  system  sales  and  installation  revenue.  Cost of  system  sales  and
installation  revenue  decreased to $1,069,000  for the year ended  December 31,


                                       12
<PAGE>

2004 from  $1,233,000  for the year ended  December 31,  2003.  The decrease was
directly  attributable to the decreased  corresponding  revenue during the year.
Such costs increased  during the year ended December 31, 2004 as a percentage of
revenue as compared to last year due to the reduced average size of each project
during the current year.

Cost of service, maintenance and usage revenue. Cost of service, maintenance and
usage  revenue  increased to $416,000 for the year ended  December 31, 2004 from
$206,000  for the year ended  December  31,  2003.  Such  increase  is  directly
attributable to the increased  corresponding  revenue. Such costs increased as a
percentage  of revenue  compared  to last year,  due to  increased  usage of our
systems.

Sales and  marketing.  Sales and  marketing  expense  increased  by  $565,000 to
$1,016,000  during the year ended  December 31, 2004 from  $451,000 for the year
ended December 31, 2003. Such increase is  attributable  to increased  personnel
and personnel  related costs of $360,000,  which  includes  non-cash share based
compensation of $129,000 paid to certain employees,  increased advertising costs
of $38,000,  as well as more aggressive sales initiatives such as travel related
costs of $120,000.  We have  implemented  certain cost control  measures  during
2005, including reductions in staff.

General and  administrative.  General and  administrative  expense  increased by
$917,000 to  $1,493,000  for the year ended  December 31, 2004 from $576,000 for
the year ended  December 31, 2003.  The  increase is  attributable  to increased
personnel and personnel related costs of $590,000, which includes non-cash share
based   compensation   of   $20,000   paid  to  certain   employees,   increased
infrastructure costs to support a public entity, office related expenses such as
rent, telephone, insurance and supplies of $161,000, and travel and professional
fees of $166,000. We have implemented certain cost control measures during 2005,
including reductions in staff.

Depreciation  of property and equipment.  Depreciation of property and equipment
decreased  to $88,000  for the year  ended  December  31,  2004 as  compared  to
$110,000 for the year ended December 31, 2003. The decrease is primarily related
to  assets  that  were  fully  depreciated   during  2004  and  smaller  capital
expenditures  during 2004.  We do not expect major capital  expenditures  during
2005.

Interest  expense.  Interest expense  increased  $28,000 to $54,000 for the year
ended  December 31, 2004 as compared to $26,000 for the year ended  December 31,
2003. The increase is primarily due to an increase in our  convertible  debt and
loans  payable  during the latter part of 2003,  which was converted on June 28,
2004 into common stock. The increase is also attributable to the amortization of
the beneficial conversion feature related to the short term notes payable to the
Company entered into during November 2004 in the amount of $10,000. During 2005,
we  anticipate  interest  expense will  increase as we have entered into certain
debt agreements during the first quarter of 2005.

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

Foreign exchange.  Foreign exchange expense decreased $61,000 to $22,000 for the
year ended  December 31, 2004 as compared to $83,000 for the year ended December
31, 2003. The decreased  expense  primarily relates to the Company's move of its
corporate  headquarters  to the United States.  As a result of such move in July
2004,  the Company  does not receive  payments in Canada and has  decreased  its
operations  substantially  in Canada.  Additionally,  the  decrease is partially
attributable to the exchange rate  fluctuations  between the U.S. Dollar and the
Canadian Dollar.  We currently incur operating  expenses in Canadian dollars but
derive  a large  portion  of  revenue  and cost of  revenue  from  U.S.  sources
denominated in U.S. dollars.  Due to daily  fluctuations in the foreign exchange
rates  between the U.S. and Canada,  as well as the  increasing  business we are
recording in the United States, we are not in the position to estimate what such
expense or income will be during 2005.  (See - "Foreign  Currency  Exchange Rate
Risk")


                                       13
<PAGE>

YEAR ENDED DECEMBER 31, 2003 COMPARED TO SEVEN MONTHS ENDED DECEMBER 31, 2002

System sales and installation  revenue.  System sales and  installation  revenue
increased to $1,524,000  for the year ended  December 31, 2003 from $305,000 for
the seven months ended  December 31, 2002.  The increase was  primarily due to a
full year of  operating  results  during  2003 when the  Company  increased  its
customer  base by 29 or 153%,  while during the seven months ended  December 31,
2002 the Company commenced sales in this area.

Service,  maintenance and usage revenue. Service,  maintenance and usage revenue
increased to $483,000 for the year ended December 31, 2003 from $183,000 for the
seven months ended  December 31, 2002.  The increase was primarily due to a full
year of operating  results as compared to seven months, as well as the growth in
the number of customers we service on a recurring basis to 48 as compared to 19,
respectively.

Cost of  system  sales  and  installation  revenue.  Cost of  system  sales  and
installation  revenue  increased to $1,233,000  for the year ended  December 31,
2003 from  $285,000 for the seven months ended  December 31, 2002.  The increase
was directly  attributable to the increased  corresponding  revenue during 2003.
However,  as a percentage of System sales and installation  revenue,  such costs
decreased  by 12% during the year ended  December  31,  2003 as  compared to the
seven months ended December 31, 2002. The decrease as a percentage of revenue is
primarily attributable to negotiating more favorable prices with our vendors due
to the increased volume.

Cost of service, maintenance and usage revenue. Cost of service, maintenance and
usage  revenue  increased to $206,000 for the year ended  December 31, 2003 from
$90,000 for the seven months ended December 31, 2002.  Such increase is directly
attributable to the increased corresponding revenue. However, as a percentage of
Service,  maintenance  and usage revenue,  such costs decreased by 6% during the
year ended  December 31, 2003 as compared to the seven months ended December 31,
2002.  The decrease as a  percentage  of revenue is  primarily  attributable  to
negotiating more favorable prices with our vendors due to the increased volume.

Sales and  marketing.  Sales and  marketing  expense  increased  by  $254,000 to
$451,000  during the year ended  December  31, 2003 from  $197,000 for the seven
months ended  December  31, 2002.  Such  increase is primarily  attributable  to
increased  personnel levels and related  personnel costs of $134,000,  increased
advertising costs of $94,000,  as well as more aggressive sales initiatives such
as travel related costs of $26,000.

General and  administrative.  General and  administrative  expense  increased by
$421,000 to $576,000 for the year ended  December 31, 2003 from $155,000 for the
seven months ended December 31, 2002. The increase is primarily  attributable to
increased  personnel and personnel  related  costs of $251,000,  office  related
expenses  such  as  rent,   telephone  and  supplies  of  $85,000,   travel  and
professional  fees of $12,000.  The  increase  is  partially  attributable  to a
$73,000 gain on  settlement  of certain  trade  payables  during the seven month
period ended December 31, 2002.

Depreciation  of property and equipment.  Depreciation of property and equipment
increased  42% or $33,000 to $110,000  for the year ended  December  31, 2003 as
compared to $77,000 for the seven months ended  December 31, 2002.  The increase
is primarily  related to the full year results  reported during 2003 as compared
to the seven months during 2002.

Interest expense.  Interest expense increased 273% or $19,000 to $26,000 for the
year ended  December  31, 2003 as compared to $7,000 for the seven  months ended
December  31,  2002.  The  increase  is  primarily  due  to an  increase  in our
convertible debt and loans payable during 2003.

Foreign exchange.  Foreign exchange expense increased $87,000 to $83,000 for the
year ended  December  31, 2003 from income of $6,000 for the seven  months ended
December 31, 2002. The increased  expense primarily relates to the exchange rate
fluctuations between the U.S. dollar and the Canadian dollar. We currently incur
operating expenses in Canadian dollars but derive a large portion of revenue and
cost of revenue from U.S. sources.

Non-cash financing costs.  Non-cash financing costs increased 137% or $88,000 to
$153,000  for the year ended  December  31,  2003 as compared to $65,000 for the


                                       14
<PAGE>

seven months ended  December 31, 2002. The increase is primarily due to expenses
recorded  with  respect to the issuance of warrants in  connection  with certain
equity and debt financings.

LIQUIDITY AND CAPITAL RESOURCES

Since our inception,  we financed our operations  through private  placements of
our equity securities,  our convertible  debentures and shareholder loans, which
resulted  in  aggregate  net  proceeds of  approximately  $6.7  million  through
December 31,  2004.  On June 28,  2004,  we completed  our merger with Arc which
resulted  in  cash  contributed  from  Arc of  approximately  $711,000,  the net
proceeds of which were used to extinguish  certain short term  liabilities,  pay
accounts payable, pay accrued expenses and for other working capital purposes.

We have  incurred  significant  operating  losses since our  inception and as of
December 31, 2004 had a working  capital  deficiency  and capital  deficiency of
$1,116,029  and $911,817,  respectively.  Accordingly,  this raises  substantial
doubt about our ability to  continue as a going  concern.  During the year ended
December 31, 2004, we incurred a net loss of $12,176,000  (including $10,027,000
of non-cash  reorganization costs) and used $1,464,000 of cash to fund operating
activities. As of December 31, 2004 we had $10,000 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 $1,464,000 for the year ended December
31,  2004.  The  principal  use of cash was to fund our losses from  operations.
During the period,  cash used for operating  activities  included an increase in
inventory  and work in  progress  of $75,000  and a  decrease  in due to related
parties of  $182,000.  The  decrease  in due to  related  parties is a result of
payment from proceeds of a private placement during the first quarter of 2004.

Net cash  provided  by  investing  activities  was  $693,000  for the year ended
December 31, 2004.  The cash provided by investing  activities  was  principally
derived  from  the net  proceeds  from the  merger  with  Arc in the  amount  of
$711,000,  which was offset in part by the purchase of property and equipment in
the amount of $18,000.  During 2005, we expect to use  approximately  $20,000 of
cash  in  investing  activities  through  capital  expenditures  to  expand  our
technical  support   capabilities  through  the  purchase  of  certain  computer
equipment.

Net cash  provided  by  financing  activities  was  $774,000  for the year ended
December 31, 2004. The cash provided by financing  activities primarily resulted
from the issuance of common shares in the amount of $593,000 and the issuance of
loans payable during the fourth quarter of 2004 in the amount of $256,000, which
was partially offset by the extinguishment of certain liabilities.  During 2005,
we expect to provide cash in financing activities through the sale of additional
debt and equity securities.

As of December 31, 2004,  our  principal  commitments  consisted of  obligations
outstanding  under  capital and operating  leases,  short term loans payable and
convertible debt, which total $694,000.  As of December 31, 2004, future minimum
payments for capital leases and non-cancelable  operating leases having terms in


                                       15
<PAGE>

excess of one year amounted to $0 and $195,000,  respectively,  of which $65,000
is payable on  non-cancelable  operating leases during 2005. The following table
summarizes our contractual obligations at December 31, 2004, and the effect such
obligations  are  expected  to have on our  liquidity  and cash  flows in future
periods.

<TABLE>
<CAPTION>
                                                    Less
                                                    than      1-3       4-5      After 5
December 31, (in thousands)              Total     1 Year    Years     Years      Years
                                         ------    ------    ------    ------    ------
<S>                                      <C>       <C>       <C>       <C>       <C>
Contractual Obligations:
   Capital lease obligations             $  243    $  243    $   --    $   --    $   --
   Loan payable                             258       258        --        --        --
   Convertible debentures                    10        10        --        --        --
   Operating lease obligations              195        65       119        11        --
                                         ------    ------    ------    ------    ------
   Total contractual cash obligations    $  706    $  576    $  119    $   11    $   --
                                         ======    ======    ======    ======    ======
</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.

During the fourth  quarter of 2004, we borrowed  $250,000  from certain  private
lenders in exchange for 10%  promissory  notes maturing six months from the date
of issuance  and issued,  warrants  to purchase  1,250,000  shares of our common
stock at $0.10 per share.

On November 19, 2004, we entered into a Standby  Equity  Distribution  Agreement
with Cornell Capital Partners,  LP, an accredited investor, in connection with a
24-month,   $5.0  million  equity  line  of  credit   facility.   The  agreement
contemplated the potential future issuance and sale of up to $5.0 million of our
common stock to Cornell Capital  Partners,  LP, subject to certain  restrictions
and other  obligations  (including the requirement that the underlying shares of
common  stock  issuable  to the  investor  under the  facility  shall  have been
registered  on an  appropriate  registration  form under the  Securities  Act of
1933).  We were  permitted to request  advances  under the equity line of credit
once the  underlying  shares were  registered  with the  Securities and Exchange
Commission.  Thereafter,  we would have been  permitted  to  continue to request
advances  until Cornell  Capital  Partners had advanced  $5,000,000 or two years
after the effective date of the registration statement, whichever occured first.
Cornell  Capital  Partners  is a  private  limited  partnership  whose  business
operations are conducted through its general partner,  Yorkville Advisors,  LLC.
On May 9, 2005, the Company terminated the Standby Equity Distribution Agreement
with Cornell Capital.  With the exception of the issuances described in the next
paragraph,  the Company did not sell any  securities  under this  agreement with
Cornell Capital.

We have issued to Cornell Capital Partners 1,100,000 shares of common stock as a
commitment  fee under the  equity  line of  credit.  In  addition,  we have also
issued,  as a placement  fee,  66,667  shares of our common  stock to  Newbridge
Securities Corporation. We are obligated to include these shares in registration
statements we may file with the SEC in the future.

Additionally, 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.  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


                                       16
<PAGE>

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
year ended December 31, 2004, as a result of appreciation of the Canadian dollar
relative  to  the  U.S.   dollar,   we  realized  foreign  currency  expense  of
approximately  $22,000. In the event the Canadian dollar continues to appreciate
in 2005 we will experience  additional  foreign  currency  expense.  Holding all
other  variables  constant and on a  hypothetical  basis,  a 10% decrease in the
value of the Canadian  dollar against the U.S.  dollar over 2004 would result in
approximately $32,000 in foreign currency losses for the year. Conversely, a 10%
increase  over 2004 would result in  approximately  $15,000 in foreign  currency
losses for the year.

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

RECENT ACCOUNTING PRONOUNCEMENTS

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

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

         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.


                                       17
<PAGE>

         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 our 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  payment  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. As we qualify as a small business  issuer,  the provisions of
SFAS 123R become  effective as of the  beginning  of the first annual  reporting
period that begins after  December 15, 2005.  We are  currently  evaluating  the
effect that the adoption of SFAS 123R will have on our  financial  condition and
results of operations.


ITEM 7. FINANCIAL STATEMENTS

         The  following  financial  statements  required  by this item are filed
herewith following the signature page to this report:

                                                                            Page
                                                                            ----

     Report of Independent Registered Public Accounting Firm                 F-2

     Balance Sheet as of December 31, 2004                                   F-3

     Statement of Operations for the years ended December 31, 2004 and 2003  F-4

     Statement of Shareholders' Equity/Capital Deficiency for the years
       ended December 31, 2004 and 2003                                      F-5

     Statement of Cash Flows for the years ended December 31, 2004 and 2003  F-6

     Notes to Financial Statements                                           F-7


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

None.

ITEM 8A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures.

         As of the end of the Company's most recently  completed  fiscal quarter
(the registrant's fourth fiscal quarter in the case of an annual report) 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


                                       18
<PAGE>

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.

ITEM 8B. OTHER INFORMATION

         None.



                                       19
<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT

         The  following  table sets forth the names,  positions  and ages of our
executive  officers and  directors.  All of our  directors  serve until the next
annual  meeting of  stockholders  or until  their  successors  are  elected  and
qualify.  Officers  are  elected by the board of  directors  and their  terms of
offices  are,  except to the extent  governed by  employment  contracts,  at the
discretion of the board of directors.  There is no family  relationship  between
any director,  executive officer or person nominated or chosen by the Company to
become a director or executive officer.

Name                   Age       Position
----                   ---       --------
Peter A. Bordes, Jr.    42       Chairman of the Board of Director
Aaron Dobrinsky         41       Chief Executive Officer and Director
Francis Elenio          39       Chief Financial Officer and Director
Herbert I. Hunt, III    48       Director


Peter A. Bordes,  Jr., has served as the Company's chairmen since June 28, 2004.
Prior, Mr. Bordes was chief executive officer of Arc  Communications,  Inc. from
July 2003 though  April 2004 and a director of Arc from  September  2002 through
June 28, 2004,  the date of the 2004  Reorganization.  Mr. Bordes is an owner of
Greater Media,  Inc., a privately  owned media company with radio and publishing
properties in Boston, Philadelphia,  Detroit and New Jersey. He is also chairman
of the board of  directors of Empire  Media,  a  diversified  media group with a
focus on publishing, broadcasting and interactive media.

Aaron Dobrinsky,  has served as the Company's chief executive officer and member
of the Board of Directors since June 28, 2004. Mr. Dobrinsky joined Arc in April
2004 as its chief executive officer and member of its Board of Directors through
June 28,  2004,  the  date of the 2004  Reorganization.  Mr.  Dobrinsky  founded
GoAmerica,  Inc., a wireless data  provider,  in 1996 and served as its Chairman
and Chief Executive  Officer from its inception in 1996 until January 2003, when
he was appointed  Executive Chairman of the Board of GoAmerica (a position which
Mr. Dobrinsky continues to hold). Prior to forming GoAmerica, from February 1996
to July 1996,  Mr.  Dobrinsky  served as  Executive  Vice  President  of Mineral
Trading Corp. Prior to that, Mr. Dobrinsky served in an executive  capacity at a
number of mining industry companies.

Francis Elenio,  has served as the Company's chief financial  officer and member
of the Board of Directors  since June 28, 2004.  Mr.  Elenio joined Arc in April
2004 as its chief financial officer and member of its Board of Directors through
June 28,  2004,  the date of the  2004  Reorganization.  Mr.  Elenio  was  Chief
Financial  Officer of MRSSI,  Inc.,  a  management  company  for  not-for-profit
organizations,  from  September  2003 until April 2004.  Prior to that time, Mr.
Elenio was Chief  Financial  Officer of  GoAmerica,  Inc.  from  January 1999 to
August  2003.  Prior to  joining  GoAmerica,  Mr.  Elenio  served  as  Corporate
Controller  of Bogen  Communications,  Inc.,  a provider  of sound  systems  and
telephone peripherals for commercial,  industrial and institutional applications
from June 1997 to January 1999. He previously was a Senior Accountant with Ernst
& Young LLP and is a Certified Public Accountant in New Jersey.

Herbert I. Hunt,  III, has been a director of RoomLinX  since May 2000. Mr. Hunt
joined R.M. Wax & Associates, an international search firm focusing in corporate
finance, in 1984. In 1992, he founded H.I.Hunt & Company and, as principal,  has
developed  (from 1992 through the present) a leading  financial  services search
firms in both the US and UK marketplaces.  Mr. Hunt has been retained by many of


                                       20
<PAGE>

the country's financial services firms to fill key personnel positions. Mr. Hunt
is a well-known  figure amongst the  professional  investment  community in both
Boston  and New  York.  He sits on the board of  directors  of  several  private
companies.

AUDIT COMMITTEE

The  Company  has an Audit  Committee  of the Board of  Directors,  the  current
members of which are Peter A. Bordes,  Jr. and Herbert I. Hunt III. The Board of
Directors has delegated to the Audit Committee the following  principal  duties:
(i) reviewing with the independent outside auditors the plans and results of the
audit  engagement;  (ii)  reviewing  the  adequacy  of the  internal  accounting
controls  and  procedures;   (iii)   monitoring  and  evaluating  the  financial
statements and financial  reporting process;  (iv) reviewing the independence of
the  auditors;  and (v) reviewing the  auditors'  fees. As  contemplated  by the
Sarbanes-Oxley  Act of 2002 and the rules  and  regulations  promulgated  by the
Securities and Exchange Commission  thereunder,  the Audit Committee has assumed
direct responsibility for the appointment, compensation, retention and oversight
of our independent  auditors in accordance with the timetable  established  with
the Securities and Exchange Commission. The Audit Committee has been established
in accordance with the provisions of the Sarbanes-Oxley Act.

AUDIT COMMITTEE FINANCIAL EXPERT

The Company does not have an audit  committee  financial  expert  sitting on its
Audit Committee.  In light of its capital and liquidity risks and uncertainties,
the Company has been unable to attract an independent director with this type of
expertise.

CODE OF ETHICS

The Company has adopted a code of ethics  that  applies to the  Company's  chief
executive  officer,  chief financial  officer,  principal  accounting officer or
controller and persons performing  similar functions.  The Company shall provide
to any person,  without charge,  upon request, a copy of such request.  Any such
request  may be made by  sending a written  request  for such code of ethics to:
RoomLinX,  Inc., 401  Hackensack  Avenue,  Hackensack,  NJ 07601,  Attn.:  Frank
Elenio, Chief Financial Officer.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a) of the  Exchange  Act, and the rules and  regulations  of the SEC
thereunder  requires  our  directors,  executive  officers  and  persons who own
beneficially  more than 10% of our common stock to file reports of ownership and
changes in ownership  of such stock with the SEC.  Based solely upon a review of
such  reports,  we believe that all our  directors,  executive  officers and 10%
stockholders  complied with all  applicable  Section  16(a) filing  requirements
during the last fiscal year.

ITEM 10. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following Summary  Compensation  Table sets forth summary  information as to
compensation  received by our chief  executive  officer  (the  "named  executive
officer") for services  rendered to RoomLinX in all capacities  during the three
fiscal  years ended  December  31, 2004.  No  executive  officer  other than Mr.
Dobrinsky earned an annual salary plus bonus during 2004 in excess of $100,000.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                 Annual Compensation                 Long Term Compensation
                                 -------------------                 ----------------------
                                                     Other Annual    Securities       All
                                                     Compensation    Underlying      Other
Name                  Year       Salary ($)    Bonus    ($)           Options(#)    Compensation
---------------       ----       ----------    ------------------    ----------   ------------
<S>                   <C>         <C>          <C>       <C>         <C>              <C>
Aaron Dobrinsky       2004        100,000      None      None        2,000,000(1)     None
</TABLE>


Mr.  Dobrinsky joined the Company in April 2004.  Francis Elenio,  the Company's
chief financial officer,  joined the Company at the same time. Mr. Elenio earned
$75,000 in salary  during 2004 and received an option grant  covering  1,000,000
shares.

OPTION GRANTS IN LAST FISCAL YEAR

The following table presents information  regarding stock options granted to Mr.
Dobrinsky during 2004.


                                       21
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
          Name           Number of Securities    Percent of Total     Exercise Price    Market Price on   Expiration Date
                          Underlying Options    Options Granted to      ($/share)        Date of Grant
                                Granted        Employees in 2004
------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                      <C>                  <C>                <C>         <C>
  Aaron Dobrinsky              4,000,000                66.7%                $.01               $.30        April 27, 2011
------------------------------------------------------------------------------------------------------------------------------
</TABLE>


AGGREGATED  OPTION  EXERCISES  IN LAST  FISCAL YEAR AND FISCAL  YEAR-END  OPTION
VALUES

There were no options exercised by Mr. Dobrinsky during the 2004.

The following table presents  information  regarding the number of stock options
held by Mr.  Dobrinsky at December 31, 2004 and the value of options held by Mr.
Dobrinsky which were in-the-money at December 31, 2004.

<TABLE>
<CAPTION>
                       NUMBER OF SHARES UNDERLYING UNEXERCISED         VALUE OF UNEXERCISED IN-THE-MONEY
                            OPTIONS AT FISCAL YEAR-END (#)              OPTIONS AT FISCAL YEAR-END ($)
                    ----------------------------------------------- ----------------------------------------
NAME                    EXERCISABLE           UNEXERCISABLE            EXERCISABLE        UNEXERCISABLE
----                    -----------           -------------            -----------        -------------
<S>                       <C>                 <C>                        <C>               <C>
Aaron Dobrinsky           2,000,000           2,000,000                  $280,000          $280,000
</TABLE>


EMPLOYMENT   CONTRACTS,   TERMINATIONS   OF  EMPLOYMENT  AND   CHANGE-IN-CONTROL
ARRANGEMENTS

EMPLOYMENT AGREEMENT WITH AARON DOBRINSKY

On April 27,  2004  ("the  Effective  Date"),  ARC  entered  into an  employment
agreement with Mr. Aaron Dobrinsky for Mr. Dobrinsky to serve as chief executive
officer  of ARC,  which was  assumed by  RoomLinX  upon  completion  of the 2004
Reorganization.  The  following  is a  summary  of  the  material  terms  of the
agreement.

Term.  The  initial  term of the  agreement  is two  years  from the date of the
agreement.  The agreement  automatically  renews for additional two-year periods
upon the expiration of the initial term and on each anniversary thereof,  unless
sooner terminated  pursuant to the agreement or unless either party notifies the
other in  writing  not less than  sixty  days  prior to the  expiration  date or
anniversary.  So  long  as Mr.  Dobrinsky  is the  Chief  Executive  Officer  of
RoomLinX,  RoomLinX is required to use reasonable  commercial  efforts to obtain
the nomination and election of Mr. Dobrinsky as a director.

Compensation.  Mr.  Dobrinsky's  initial  annual base salary is $200,000,  which
shall be immediately  increased to $250,000  annually upon ARC reaching  certain
milestones set forth in the agreement.  Mr. Dobrinsky also receives a guaranteed
annual bonus of no less than 50% of his base salary which may be increased up to
100% of his  base  salary  upon  ARC  meeting  objectives  to be  determined  by
RoomLinX's  board of  directors,  and he is eligible for awards from  RoomLinX's
incentive compensation plans in the discretion of the board of directors.


                                       22
<PAGE>

Stock Options. Under the agreement,  RoomLinX agreed to grant to Mr. Dobrinsky a
stock  option  (the  "Dobrinsky  Option")  under the  RoomLinX,  Inc.  Long-Term
Incentive  Plan (the  "Plan")  following  approval  of such  Plan by  RoomLinX's
stockholders  for the purchase of an  aggregate  of  4,000,000  shares of common
stock of RoomLinX  common  stock at an option price equal to one cent ($.01) per
share.  The  Dobrinsky  Option vests as follows:  (i) 1,400,000  options  vested
immediately upon the effective date of the 2004  Reorganization  (the "Effective
Date").;  (ii) 600,000 options vested on the date which was 5 months and 29 days
after  the  Effective  Date;  (iii)  1,000,000  options  will  vest on the first
anniversary of the Effective  Date; and (iv) 1,000,000  options vest will on the
second  anniversary of the Effective  Date.  The Dobrinsky  Option expires seven
years from the Effective Date.

Effect of Change in Control on Vesting.  Upon a Change of Control,  the unvested
portion of any equities  granted to Mr.  Dobrinsky  shall  immediately  vest and
become exercisable. "Change in Control" is defined as follows:

The  acquisition  by an  individual,  entity or group (a "Person") of beneficial
ownership of any capital  stock of  RoomLinX,  if after such  acquisition,  such
Person beneficially owns 30% or more of either (x) the  then-outstanding  shares
of common stock of RoomLinX (the "Outstanding  Company Common Stock") or (y) the
combined voting power of the then-outstanding securities of ARC entitled to vote
generally  in  the  election  of  directors  (the  "Outstanding  Company  Voting
Securities"); provided, that certain acquisitions specified in the agreement are
not considered a Change in Control; or

Such time as the Continuing  Directors do not constitute a majority of the board
of directors, where the term "Continuing Director" means at any date a member of
the board of  directors  (x) who was a member of the board of  directors  on the
date of the initial  adoption of the  agreement by the board of directors or (y)
who was  nominated or elected  subsequent to such date by at least a majority of
the directors who were  Continuing  Directors at the time of such  nomination or
election or whose election to the board of directors was recommended or endorsed
by at least a majority of the  directors  who were  Continuing  Directors at the
time of such  nomination  or election;  provided,  however,  that there shall be
excluded  from clause (y) any  individual  whose  initial  assumption  of office
occurred as a result of an actual or threatened election contest with respect to
the election or removal of directors or other actual or threatened  solicitation
of  proxies  or  consents,  by or on behalf of a person  other than the board of
directors; or

The consummation of a merger, consolidation, reorganization, recapitalization or
share  exchange  involving  RoomLinX  or a sale or other  disposition  of all or
substantially  all of the  assets  of ARC (a  "Business  Combination"),  unless,
immediately following such Business Combination: (x) all or substantially all of
the individuals  and entities who were the beneficial  owners of the Outstanding
Company Common Stock and Outstanding Company Voting Securities immediately prior
to such Business Combination beneficially own, directly or indirectly, more than
50% of the then-outstanding shares of common stock and the combined voting power
of the then-outstanding securities entitled to vote generally in the election of
directors, respectively, of the resulting or acquiring corporation or other form
of entity in such Business Combination (which shall include, without limitation,
a  corporation   which  as  a  result  of  such  transaction  owns  RoomLinX  or
substantially  all of RoomLinX's  assets either  directly or through one or more
subsidiaries) (such resulting or acquiring  corporation or entity is referred to
herein as the "Acquiring  Corporation") in substantially the same proportions as
their ownership of the Outstanding  Company Common Stock and Outstanding Company
Voting Securities, respectively,  immediately prior to such Business Combination
and (y) no Person beneficially owns, directly or indirectly,  30% or more of the
then-outstanding shares of common stock of the Acquiring Corporation,  or of the
combined  voting power of the  then-outstanding  securities of such  corporation
entitled to vote  generally in the  election of directors  (except to the extent
that such ownership existed prior to the Business Combination).

Termination.  The  agreement  terminates  automatically  in  the  event  of  Mr.
Dobrinsky's  death, upon written notice upon Mr.  Dobrinsky's  disability and at
any time by mutual  agreement of Mr.  Dobrinsky and RoomLinX.  In addition,  Mr.
Dobrinsky's employment may be terminated as follows:

Without Cause.  RoomLinX may terminate Mr. Dobrinsky's  employment without Cause
only upon action by the board of  directors,  and upon sixty days prior  written
notice to Mr. Dobrinsky.  Mr. Dobrinsky may terminate  employment  without Cause
upon sixty days prior written notice to RoomLinX.


                                       23
<PAGE>

For Cause, by RoomLinX.  RoomLinX may terminate Mr.  Dobrinsky's  employment for
Cause  immediately  and with  prompt  notice to Mr.  Dobrinsky.  Cause  shall be
determined  by the board of directors  only after  having given Mr.  Dobrinsky a
sufficient  opportunity to be heard.  "Cause" includes the following  conduct of
Mr.  Dobrinsky:  (i) material  breach of any  provision of the  agreement by Mr.
Dobrinsky,  which is not cured within sixty days of receipt of written notice of
said breach;  (ii) gross misconduct,  including:  misappropriating  any funds or
property of RoomLinX;  and  attempting to willfully  obtain any personal  profit
from any transaction in which Mr.  Dobrinsky has an interest which is adverse to
RoomLinX; (iii) continuing unreasonable refusal to perform material duties; (iv)
conviction of a felony; or (v) any other act or omission which subjects RoomLinX
to substantial public disrespect, scandal or ridicule.

For Good Reason by Employee.  Mr.  Dobrinsky may terminate  employment  for Good
Reason  immediately and with prompt notice to RoomLinX.  "Good Reason"  includes
the following  conduct of RoomLinX:  (i) material breach of any provision of the
agreement,  which is not cured within  sixty days of receipt of written  notice;
(ii) failure to maintain Mr.  Dobrinsky  in a position  commensurate  with chief
executive  officer;  (iii) failure to nominate Mr.  Dobrinsky as a director;  or
(iv) a requirement that,  without Mr. Dobrinsky's  written consent,  he relocate
his office outside of the State of New Jersey.

Compensation  in the Event of  Termination.  In the event  that Mr.  Dobrinsky's
employment  terminates  prior to the end of the term of the agreement,  RoomLinX
shall pay Mr. Dobrinsky compensation follows:

By Employee for Good Reason;  By RoomLinX  Without Cause.  In the event that Mr.
Dobrinsky's  employment  is  terminated  by Mr.  Dobrinsky  for Good Reason,  by
RoomLinX without Cause, or if RoomLinX chooses not to renew the agreement,  then
RoomLinX shall  continue to pay to Mr.  Dobrinsky his annual base salary and all
other compensation and benefits in the same manner as before termination,  for a
period of one (1) year from the date of  termination  or through  the end of the
applicable term of the agreement, whichever is shorter (the "Severance Period").
The payments  during the  Severance  Period shall not be offset by any income or
payments Mr. Dobrinsky  receives from sources other than RoomLinX.  In addition,
the unvested portion of any equities  previously  granted to Mr. Dobrinsky shall
immediately vest and become exercisable.

By RoomLinX Upon Termination of Agreement Due to Employee's Death or Disability.
In the event of Mr. Dobrinsky's death or disability,  RoomLinX shall continue to
pay the base salary payable  hereunder at the then current rate for one (1) year
after the  termination  to Mr.  Dobrinsky  or his  personal  representative,  as
applicable.  In addition,  in the event of a termination pursuant to disability,
if eligible,

By RoomLinX For Cause or By Employee Without Good Reason. In the event that: (i)
RoomLinX terminates Mr. Dobrinsky's  employment for Cause; or (ii) Mr. Dobrinsky
terminates  employment without Good Reason, then Mr. Dobrinsky's rights cease as
of the effective date of the termination,  including,  without  limitation,  the
right to receive base salary and all other compensation or benefits provided for
in  the  agreement,  except  that  RoomLinX  shall  pay  any  salary  and  other
compensation which may have been earned and is due and payable.

Restrictive Covenant. Until the termination of the agreement and for a period of
twelve months  thereafter (the  "Restricted  Period"),  Mr. Dobrinsky has agreed
that he shall not, directly or indirectly: (i) engage, in any state or territory
of the United  States of America or other  country  where  RoomLinX  is actively
doing business, in direct or indirect competition with the business conducted by
RoomLinX;  (ii) solicit,  on behalf of any entity which may be competitive  with
RoomLinX,  any  present  customer  or  supplier,  or  prospective  customers  or
suppliers,  of RoomLinX, or request or otherwise attempt to induce or influence,
directly  or  indirectly,  any  present  customer or  supplier,  or  prospective
customer  or  supplier,  of  RoomLinX,  or  other  persons  sharing  a  business
relationship  with  RoomLinX,  to cancel,  limit or postpone their business with
RoomLinX; or (iii) solicit for employment,  directly or indirectly, or induce or
actively attempt to influence, any employee of RoomLinX, to terminate his or her
employment with RoomLinX.

Proprietary  Information.   Mr.  Dobrinsky  agrees  that  he  not  disclose  any
proprietary  information  to  others  outside  RoomLinX  or use the same for any


                                       24
<PAGE>

unauthorized purposes without written approval by an officer of RoomLinX, either
during or after his employment,  unless and until such  proprietary  information
has become public knowledge without fault by Mr. Dobrinsky.

Indemnification and Directors and Officers Liability Insurance.  RoomLinX agreed
to use its  commercially  reasonable best efforts to obtain,  within 120 days of
the date of the  agreement,  and to maintain  during the term of the  agreement,
commercially  reasonable  directors and officers  liability  insurance in a face
amount of no less than  $3,000,000  or such other amount as may be determined by
the board of directors,  upon which Mr. Dobrinsky shall be a named insured. Both
during and after the conclusion of his employment,  RoomLinX agreed to indemnify
Mr. Dobrinsky to the fullest extent permitted by applicable law, for all actions
related to his employment  with RoomLinX or his role(s) as an officer,  director
or agent of RoomLinX or any of its affiliates.

EMPLOYMENT AGREEMENT WITH FRANCIS ELENIO

On April 27,  2004,  ARC entered  into an  employment  agreement  with Mr. Frank
Elenio for Mr.  Elenio to serve as chief  financial  officer  of ARC,  which was
assumed by RoomLinX upon completion of the 2004 Reorganization. The terms of Mr.
Elenio's  employment  agreement  are  identical  to the  terms  set forth in Mr.
Dobrinsky's  agreement summarized above except with respect to Mr. Elenio's base
salary and stock options which terms are summarized below.

Compensation.  Mr. Elenio's initial annual base salary $150,000,  which shall be
immediately  increased  to $175,000  annually  upon  RoomLinX  reaching  certain
milestones  set  forth  in the  agreement.  Mr.  Elenio  shall  also  receive  a
guaranteed  annual  bonus of no less  than 50% of his base  salary  which may be
increased  up to 100% of his base  salary  upon  RoomLinX's  meeting  reasonable
objectives to be determined by RoomLinX 's board of directors and he is eligible
for awards from RoomLinX's  incentive  compensation  plans, in the discretion of
the board of directors.

Stock  Options.  Under the  agreement,  RoomLinX  granted to Mr.  Elenio a stock
option (the "Elenio Option") under the RoomLinX,  Inc. Long-Term  Incentive Plan
(the "Plan") for the  purchase of an  aggregate  of  2,000,000  shares of common
stock of  RoomLinX at an option  price  equal to one cent ($.01) per share.  The
Elenio Option vests as follows:  (i) 700,000 options vested immediately upon the
Effective Date; (ii) 300,000 options vested on the date which is 5 months and 29
days after the  Effective  Date;  (iii)  500,000  options will vest on the first
anniversary  of the Effective  Date;  and (iv) 500,000  options will vest on the
second anniversary of the Effective Date.  RoomLinX agreed to take all necessary
actions to ensure  that all shares  issued  upon Mr.  Elenio's  exercise  of the
Elenio Option shall be registered and tradeable. The Elenio Option expires seven
years from the Effective Date.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

The following  tables set forth  certain  information  regarding the  beneficial
ownership of our common stock and  preferred  stock as of February 28, 2005,  by
(i) each person who is known by us to be the beneficial owner of more than 5% of
our outstanding  common stock or preferred stock; (ii) each of our directors and
executive  officers;  and (iii) all of our directors and executive officers as a
group. In determining the number and percentage of shares  beneficially owned by
each  person,  shares  that may be  acquired  by such  person  under  options or
warrants exercisable within 60 days of February 28, 2005 are deemed beneficially
owned by such person and are deemed  outstanding for purposes of determining the
total  number  of  outstanding  shares  for  such  person  and  are  not  deemed
outstanding for such purpose for all other stockholders.

COMMON STOCK

                                                    Shares Beneficially Owned
                                                  -----------------------------
Name and Address                                    Number            Percent*
------------------                                  ------            -------

Herbert I. Hunt, III (1)                            3,226,561            3.1%
H.I. Hunt & Company, LTD.
2 Avery St., #30-GBoston, Massachusetts 02111

Peter A. Bordes, Jr. (2)                            5,724,146            5.4%
62 White Street
Suite 3 East
New York, New York 10013

Aaron Dobrinsky (3)                                 3,399,999            3.2%
419 Ogden Avenue
Teaneck, NJ 07666

Frank Elenio (4)                                    1,133,333            1.1%
363 Chestnut Street
Ridgefield, NJ 07657

All directors and current executive officers
  as a group (4 persons)                           13,484,039           12.8%


                                       25
<PAGE>

PREFERRED STOCK

                                                    Shares Beneficially Owned
                                                  -----------------------------
Name and Address                                    Number            Percent*
------------------                                  ------            -------

Herbert I. Hunt, III                                    0                0%
H.I. Hunt & Company, LTD.
P.O. Box 120220 Boston, Massachusetts 02112-0220

Peter A. Bordes, Jr.                                    0                0%
62 White Street
Suite 3 East
New York, New York 10013

Aaron Dobrinsky                                         0                0%
419 Ogden Avenue
Teaneck, NJ 07666

Frank Elenio                                            0                0%
363 Chestnut Street
Ridgefield, NJ 07657


All directors and current executive officers
  as a group (4 persons)                                0                0%


(1) Includes  warrants to purchase  91,949 shares of common stock at an exercise
price of $.22 per share which are immediately exercisable.

(2) Includes  options to purchase  500,000 shares of common stock at an exercise
price of $.08 per share which are fully vested and warrants to purchase  499,998
shares  of  common  stock  at an  exercise  price of $.15 per  share  which  are
immediately exercisable.

(3) Includes options to purchase 2,000,000 shares of common stock at an exercise
price of $.01 per share which are fully vested and warrants to purchase  466,666
shares  of  common  stock  at an  exercise  price of $.15 per  share  which  are
immediately exercisable.

(4) Includes options to purchase 1,000,000 shares of common stock at an exercise
price of $.01 per share which are fully vested.


                                       26
<PAGE>

EQUITY COMPENSATION PLAN INFORMATION

The following table gives  information about the Company's Common Stock that may
be issued upon the exercise of options,  warrants and rights under the RoomLinX,
Inc.  Long-Term  Incentive  Plan as of December 31,  2004.  These plans were the
Company's only equity compensation plans in existence as of December 31, 2004.

<TABLE>
<CAPTION>
                                                                                                NUMBER OF SECURITIES
                                                                                               REMAINING AVAILABLE FOR
                                          (a)                            (b)                 FUTURE ISSUANCE UNDER EQUITY
                               NUMBER OF SECURITIES TO BE      WEIGHTED-AVERAGE EXERCISE          COMPENSATION PLANS
                                 ISSUED UPON EXERCISE OF          PRICE OF OUTSTANDING          (EXCLUDING SECURITIES
                                  OUTSTANDING OPTIONS,           OPTIONS, WARRANTS AND              REFLECTED IN
PLAN CATEGORY                      WARRANTS AND RIGHTS                  RIGHTS                       COLUMN (a))

<S>                                  <C>                                   <C>                          <C>
Equity Compensation Plans
Approved by
Shareholders..............           6,600,000                             $0.02                        18,400,000

Equity Compensation Plans
Not Approved by                     30,943,427                             $0.14                                --
Shareholders

Total......................         37,543,427                             $0.12                        18,400,000
</TABLE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  Company  was not during the last two years and is not  presently a party to
any transaction  exceeding  $60,000 with any of the following  persons:  (i) any
director or executive officer of the Company; (ii) any nominee for election as a
director;  (iii) any holder of 5% or more of any class of the  Company's  voting
securities;  and (iv) any member of the  immediate  family of any person in (i),
(ii) or (iii) above.

ITEM 13. EXHIBITS

(a) The  following  Exhibits  are filed  with this  report  or  incorporated  by
reference:

2.1  Agreement  and Plan of Merger,  dated as of December 8, 2004,  by and among
Arc, Old RoomLinX and the registrant (the "Merger Agreement") is incorporated by
reference to Annex A to the definitive proxy statement filed by Arc with the SEC
on June 15, 2004

2.2  Amendment  No. 1 to the Merger  Agreement is  incorporated  by reference to
Annex E to the definitive  proxy statement filed by Arc with the SEC on June 15,
2004.

2.3  Amendment  No. 2 to the Merger  Agreement is  incorporated  by reference to
Annex F to the definitive  proxy statement filed by Arc with the SEC on June 15,
2004.

3.1  Amended  and  Restated  Articles  of  Incorporation  of the  registrant  is
incorporated by reference to Exhibit 2.0 to the registrant's Quarterly Report on
Form 10-QSB for the quarter ended June 30, 2004.

3.2 Amended and Restated  By-Laws of the registrant is incorporated by reference
to  Exhibit  3.1 to the  registrant's  Quarterly  Report on Form  10-QSB for the
quarter ended June 30, 2004.


                                       27
<PAGE>

4.1 Form of convertible  debenture  issued  pursuant to the Securities  Purchase
Agreement described in Exhibit 10.10 is incorporated by reference to Exhibit 4.1
to the  registrant's  Current  Report on Form 8-K filed with the SEC on March 7,
2005.

4.2 Form of Warrant to Purchase  Common Stock issued  pursuant to the Securities
Purchase  Agreement  described in Exhibit 10.10 is  incorporated by reference to
Exhibit 4.2 to the registrant's Current Report on Form 8-K filed with the SEC on
March 7, 2005.

4.3 Form of Note issued pursuant to the Securities  Purchase Agreement described
in Exhibit 10.12.

4.4 Form of Warrant to Purchase  Common Stock issued  pursuant to the Securities
Purchase Agreement described in Exhibit 10.12.

4.5 Form of Warrant to Purchase  Common Stock issued  pursuant to the Securities
Subscription  Agreement  described in Exhibit 10.13 is incorporated by reference
to Exhibit 4.2 to the Annual Report on Form 10-KSB of Arc  Communications,  Inc.
("Arc") for the year ended December 31, 2003.

9.1  Shareholders  Agreement  between Steven H. Meyer,  Kenneth P. Meyer,  Ethel
Kaplan,  Peter C. Cosmas and Arc Slide Technologies,  Inc. dated August 22, 1994
is incorporated by reference to Exhibit 9.1 to Arc's  Registration  Statement on
Form SB-2 (File No. 0-26213) filed on October 5, 1999

10.1 RoomLinX,  Inc. Long Term Incentive  Plan is  incorporated  by reference to
Annex A to the definitive  proxy statement filed by Arc with the SEC on June 15,
2004

10.2  Employment  agreement  between  the  registrant  and  Aaron  Dobrinsky  is
incorporated  by  reference to Exhibit  10.1 to Arc's  Quarterly  Report on Form
10-QSB for the quarter ended March 31, 2004.

10.3  Employment   agreement  between  the  registrant  and  Francis  Elenio  is
incorporated  by  reference to Exhibit  10.2 to Arc's  Quarterly  Report on Form
10-QSB for the quarter ended March 31, 2004. .

10.4 Sublease agreement, dated April 1, 2004, by and between Arc and Mokrynski &
Associates,  Inc.  covering the  registrant's  headquarters  in Hackensack,  New
Jersey.

10.5 Standby Equity  Distribution  Agreement,  dated as of November 18, 2004, by
and between the registrant and Cornell  Capital  Partners,  is  incorporated  by
reference to Exhibit 99.1 to the  registrant's  Current Report on Form 8-K filed
with the SEC on November 24, 2004.

10.6  Registration  Rights  Agreement,  dated as of November  18,  2004,  by and
between  the  registrant  and  Cornell  Capital  Partners,  is  incorporated  by
reference to Exhibit 99.2 to the  registrant's  Current Report on Form 8-K filed
with the SEC on November 24, 2004.

10.7 Placement  Agent  Agreement,  dated as of November 18, 2004, by and between
the  registrant  and  Newbridge  Securities  Corporation,   is  incorporated  by
reference to Exhibit 99.3 to the  registrant's  Current Report on Form 8-K filed
with the SEC on November 24, 2004.

10.8  Escrow  Agreement,  dated  as of  November  18,  2004,  by and  among  the
registrant,  Cornell  Capital  Partners and David  Gonzalez,  is incorporated by
reference to Exhibit 99.4 to the  registrant's  Current Report on Form 8-K filed
with the SEC on November 24, 2004.

10.9  Letter  Agreement,  dated as of  November  18,  2004,  by and  between the
registrant and Cornell Capital Partners, is incorporated by reference to Exhibit
99.5 to the  registrant's  Current  Report  on Form  8-K  filed  with the SEC on
November 24, 2004.


                                       28
<PAGE>

10.10 Securities Purchase Agreement, dated as of March 2, 2005, by and among the
registrant  and the  Investors  named  therein is  incorporated  by reference to
Exhibit 10.1 to the  registrant's  Current Report on Form 8-K filed with the SEC
on March 7, 2005.

10.11 Registration Rights Agreement, dated as of March 2, 2005, by and among the
registrant  and the  Investors  named  therein is  incorporated  by reference to
Exhibit 10.2 to the  registrant's  Current Report on Form 8-K filed with the SEC
on March 7, 2005.

10.12 Securities Purchase Agreement, dated as of November 17, 2004, by and among
the registrant and the Investors named therein.

10.13 Form of Securities  Subscription Agreement is incorporated by reference to
Exhibit 4.1 to Arc's  Annual  Report on Form 10-KSB for the year ended  December
31, 2003.

10.14 Letter Agreement between ARC Communications  Inc. and Peter A. Bordes, Jr.
dated October 15, 2003 and Nonstatutory Stock Option Agreement,  effective as of
October 1, 2003,  is  incorporated  by reference to Exhibit 10.2 to Arc's Annual
Report on Form 10-KSB for the year ended December 31, 2003.

10.3 Letter Agreement  between ARC  Communications  Inc. and Joel Schwartz dated
January  13, 2004 and  Nonstatutory  Stock  Option  Agreement,  effective  as of
January 13, 2004 is  incorporated  by  reference to Exhibit 10.3 to Arc's Annual
Report on Form 10-KSB for the year ended December 31, 2003.

10.4 Consulting  Agreement among ARC Communications  Inc., Alliance Advisors and
Roccus Capital Partners, LLC dated December 1, 2003 is incorporated by reference
to  Exhibit  10.4 to Arc's  Annual  Report  on Form  10-KSB  for the year  ended
December 31, 2003.

31.1 Certification of the chief executive officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002

31.2 Certification of the chief financial officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002

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

99.1   Risk Factors

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

The  aggregate  fees for  professional  services  rendered by Eisner LLP for the
audit of the Company's  annual  financial  statements  for the fiscal year ended
December 31, 2004, and for the reviews of the financial  statements  included in
our  Quarterly  Reports on Form  10-QSB for the fiscal year ended  December  31,
2004, were $51,000.  The aggregate fees for  professional  services  rendered by
Eisner LLP for the audit of the annual consolidated  financial statements of Arc
Communications,  Inc. for the fiscal year ended  December 31, 2003,  and for the
reviews  of  the  financial  statements  included  in Arc  Communications,  Inc.
Quarterly  Reports on Form 10-QSB for the fiscal year ended  December  31, 2003,
were $41,250.

AUDIT RELATED FEES, TAX FEES AND ALL OTHER FEES

Eisner LLP did not receive  fees for services to the Company for the fiscal year
ended  December  31, 2004 or for  services to Arc  Communications,  Inc. for the
fiscal year ended December 31, 2003, other than the fees for services  described
under "Audit Fees".

AUDIT COMMITTEE ADMINISTRATION OF THE ENGAGEMENT

Before  Eisner LLP was engaged by the Company for the 2004 audit,  Eisner  LLP's
engagement and engagement letter were approved by the Company's audit committee.

                                       29
<PAGE>

                                   SIGNATURES

   Pursuant  to the  requirements  of  Section  13 or  15(d)  of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the  undersigned,  thereunto duly authorized this 12th day of May,
2005.

                                                     ROOMLINX, INC.


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


   Pursuant to the  requirements  of the Securities  Exchange Act of 1934,  this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.

           SIGNATURE                    TITLE                           DATE
           ---------                    -----                           ----

/s/ Peter A. Bordes, Jr.       Chairman of the Board                May 12, 2005
----------------------------
    Peter A. Bordes, Jr.

/s/ Aaron Dobrinsky            Chief Executive Officer (Principal   May 12, 2005
----------------------------   Executive Officer)
    Aaron Dobrinsky

/s/ Francis J. Elenio          Chief Financial Officer (Principal   May 12, 2005
----------------------------   Accounting Officer)
    Francis J. Elenio

/s/ Herbert I. Hunt III        Director                             May 12, 2005
----------------------------
    Herbert I. Hunt III





                                       30
<PAGE>

ROOMLINX, INC.

CONTENTS

                                                                           PAGE
Financial Statements

   Report of Independent Registered Public Accounting Firm                  F-2

   Balance sheet as of December 31, 2004                                    F-3

   Statement of operations for the years ended December 31, 2004 and 2003   F-4

   Statement of changes in equity/capital deficiency
      for the years ended December 31, 2004 and 2003                        F-5

   Statement of cash flows for the years ended December 31, 2004 and 2003   F-6

   Notes to financial statements                                            F-7



                                       F-1
<PAGE>

Report of Independent Registered Public Accounting Firm


Board of Directors and Stockholders
RoomLinX, Inc.
Hackensack, New Jersey


We have audited the accompanying balance sheet of RoomLinX, Inc. (the "Company")
as of December 31, 2004 and the related  statements  of  operations,  changes in
capital/deficiency,  and cash flows for each of the years in the two-year period
ended December 31, 2004. These financial  statements are the  responsibility  of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements enumerated above present fairly, in all
material respects,  the financial position of RoomLinX,  Inc. as of December 31,
2004 and the results of its  operations and its cash flows for each of the years
in the two-year  period ended  December 31, 2004 in conformity  with  accounting
principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the Company has experienced  recurring net losses, has a
working   capital   deficiency  and  sustained  cash  outlflows  from  operating
activities  that  raises  substantial  doubt  about its ability to continue as a
going concern.  Management's plans in regard to these matters are also described
in Note 1. The financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.


Eisner LLP
Florham Park, New Jersey
April 8, 2005

With respect to the fifth
paragraph in Note 10
May 9, 2005

                                      F-2

<PAGE>

                                 ROOMLINX, INC.
                                  BALANCE SHEET
                                DECEMBER 31, 2004

<TABLE>
<CAPTION>
<S>                                                                      <C>
ASSETS
Current assets:
     Cash                                                                $     10,141
     Accounts receivable and other                                            178,059
     Inventory                                                                 27,707
     Work in progress                                                          54,738
     Due from sale of the continuing professional education segment            75,000
     Prepaid and other current assets                                          26,218
                                                                         ------------
Total current assets                                                          371,862
Property and equipment, net                                                   188,724
Other assets                                                                   15,489
                                                                         ------------
Total assets                                                             $    576,074
                                                                         ============

LIABILITIES AND CAPITAL DEFICIENCY
Current liabilities:
     Accounts payable and accrued expenses                               $    953,155
     Deferred revenue                                                          46,032
     Current portions of obligations under capital lease                      243,383
     Loans payable                                                            206,220
     Other current liabilities                                                 29,101
     Convertible debenture                                                     10,000
                                                                         ------------
Total current liabilities                                                   1,487,891

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, 250,000,000 shares authorized;
       103,991,799 shares issued and outstanding                              103,992
     Additional paid-in capital                                            16,617,261
     Accumulated deficit                                                  (17,777,070)
                                                                         ------------
Total capital deficiency                                                     (911,817)
                                                                         ------------
Total liabilities and capital deficiency                                 $    576,074
                                                                         ============
</TABLE>


               See accompanying Notes to the Financial Statements.

                                       F-3

<PAGE>

                                  ROOMLINX INC.
                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                       For the Year Ended December 31,
                                                           2004              2003
                                                       ------------     ------------
<S>                                                    <C>              <C>
Revenue
 System sales and installation ....................    $  1,252,953     $  1,523,836
 Service, maintenance and usage ...................         755,968          482,738
                                                       ------------     ------------
                                                          2,008,921        2,006,574
                                                       ------------     ------------
Costs and expenses
 System sales and installation ....................       1,069,156        1,232,969
 Service, maintenance and usage ...................         415,811          206,216
 Sales and marketing ..............................       1,015,638          451,368
 General and administrative .......................       1,492,933          575,967
 Depreciation .....................................          88,338          110,015
                                                       ------------     ------------
                                                          4,081,876        2,576,535
                                                       ------------     ------------
Loss before other costs and expenses ..............      (2,072,955)        (569,961)
                                                       ------------     ------------
Other costs and expenses
 Interest expense .................................         (54,071)         (25,982)

 Reorganization costs .............................     (10,026,707)              --
 Loss on foreign exchange .........................         (21,867)         (82,602)

 Financing costs ..................................              --         (153,200)
                                                       ------------     ------------
Total other costs and expenses ....................     (10,102,646)        (261,784)
                                                       ------------     ------------
Net loss ..........................................    $(12,175,600)    $   (831,745)
                                                       ============     ============

Basic and diluted net loss per share ..............    $      (0.15)    $      (0.06)
                                                       ============     ============
Basic and diluted weighted-average number of common
 shares used to calculate net loss per share ......      81,771,287       14,442,196
                                                       ============     ============
</TABLE>


               See accompanying Notes to the Financial Statements.


                                       F-4

<PAGE>

                                 ROOMLINX, INC.
                    STATEMENT OF CHANGES IN CAPITAL DEFICENCY
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

<TABLE>
<CAPTION>
                                                 Common Stock          Preferred Stock
                                            ---------------------   ----------------------
                                                Number                Number                 Additional
                                                  of                    of                     Paid-In   Accumulated        Capital
                                                Shares    Amount      Shares       Amount      Capital      Deficit    Deficiency
                                            -----------  --------   -----------  ---------   -----------  -----------  -----------
<S>                                          <C>           <C>      <C>          <C>          <C>        <C>             <C>
Balance as of December 31, 2002              53,061,548    53,062       -                     4,429,504  (4,769,725)     (287,159)
Issued for cash - private placement             257,456       257                                70,943                    71,200
Issued on settlement of loans payable           551,691       552                                59,448                    60,000
Issued as financing costs and other costs       514,912       515                               109,485                   110,000
Net loss                                                                                                                 (831,745)
                                            -----------  --------   -----------  ---------   -----------  -----------  -----------
Balance as of December 31, 2003              54,385,607    54,386       -             -       4,669,380  (5,601,470)     (877,704)
Sale of common stock and warrants             5,738,511     5,739                               587,061                    592,800
Settlement of loans payable                   2,002,640     2,003                               215,797                    217,800
Financing and other costs                     2,851,325     2,851                               164,249                    167,100
Conversion of convertible debentures          3,402,097     3,402                               366,597                    369,999
Shares and other equity instruments
 attributable to prior stockholders
 of Arc Communications in the merger         34,444,952    34,445       720,000    144,000   10,552,843                 10,731,288
Equity line of credit financing               1,166,667     1,167                                (1,167)                         0
Fair value of warrants issued in
 connection with the debt offering                                                                             62,500
Net loss                                                                                                               (12,175,600)
                                            -----------  --------   -----------  ---------   -----------  -----------  -----------
Balance as of December 31, 2004             103,991,799   103,992       720,000    144,000    16,617,261  (17,777,070)    (911,817)
                                            ===========  ========   ===========  =========   ===========  ===========  ===========
</TABLE>



               See accompanying Notes to the Financial Statements.

                                       F-5

<PAGE>

                                  ROOMLINX INC.
                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                               For the Year Ended December 31,
                                                                                    2004            2003
                                                                               ------------     ------------
<S>                                                                            <C>              <C>
Operating activities
     Net loss                                                                  $(12,175,600)    $   (831,745)
     Adjustments to reconcile net loss to cash used in operating activities
        Depreciation                                                                 88,338          110,015

        Common stock issued for operating costs                                     149,285               --
        Common stock and warrants issued for reorganization costs                10,026,707
        Amortization of debt discount                                                10,417

        Common stock issued for financing costs                                          --          153,200
        Decrease (Increase) in accounts receivable                                   54,870          (53,620)

        Increase (Decrease) in inventory and work in progress                       (87,746)             693
        Increase in prepaid and other assets                                        (28,121)         (20,169)
        Increase in accounts payable and accrued expenses                           448,378          260,672
        Increase in other liabilities                                                49,331           68,360
                                                                               ------------     ------------
Cash used in operating activities                                                (1,464,141)        (312,594)

Investing activities
     Purchase of property and equipment                                             (18,002)         (21,679)

     Cash received in the merger                                                    711,117               --
                                                                               ------------     ------------
Cash provided by (used in) investing activities                                     693,115          (21,679)

Financing activities
     (Repayment) proceeds from related parties                                      (75,000)          58,567
     Proceeds from loans and issuance of warrants                                   256,114           83,140

     Proceeds for the issuance of convertible debenture                                  --          180,000
     Common stock sold                                                              592,800           28,000

     Repayment of bank overdraft                                                         --           (8,182)
                                                                               ------------     ------------
Cash provided by financing activities                                               773,914          341,525
                                                                               ------------     ------------

Net increase in cash                                                                  2,888            7,252
Cash
     Cash, beginning of year                                                          7,252
                                                                               ------------     ------------

Cash, end of year                                                              $     10,140     $      7,252
                                                                               ============     ============

Cash interest paid                                                             $     37,195     $     34,792
                                                                               ============     ============

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
                                                                               ============     ============
</TABLE>

               See accompanying Notes to the Financial Statements.

                                       F-6

<PAGE>

                                 ROOMLINX, INC.
                          NOTES TO FINANCIAL STATEMENTS
                          YEAR ENDED DECEMBER 31, 2004


NOTE 1 - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

The Company  sells,  installs  and  services  hardware  and  software  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  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 December 31, 2004,
had a working capital deficiency and stockholders'  deficiency of $1,116,029 and
$911,817,  respectively.  Accordingly,  this raises  substantial doubt about the
Company's  ability to continue as a going concern.  As of December 31, 2004, the
Company had $10,141 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 March 3, 2005,  the Company  closed a privately  placed  bridge  financing of
convertible  debentures and warrants.  The Company received $1.0 million (net of
costs) in cash and issued $1.1 million aggregate principal amount of debentures,
bearing  interest at 11% per annum,  due on the earlier of  September 2, 2005 or
the date that the Company closes a subsequent financing with gross cash proceeds
of at least $1.0 million.  The debentures are convertible prior to maturity into
a maximum of  15,473,332  shares of the  Company's  common  stock,  based upon a
conversion  price equal to $0.075 per share of common  stock.  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  paid  the  placement  agent a fee of  $99,000  and  issued  to the
placement agent five-year  warrants to purchase 1,430,000 shares of common stock
at an exercise price of $0.075 per share. The Company  subsequently entered into
a consulting agreement with the placement agent as its financial advisor.

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

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.


                                      F-7
<PAGE>

                                 ROOMLINX, INC.
                          NOTES TO FINANCIAL STATEMENTS
                          YEAR ENDED DECEMBER 31, 2004


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Cash Equivalents

Cash equivalents  consist of highly liquid investments with an original maturity
of three months or less when purchased.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and  assumptions  that affect the reported  amounts of assets,  liabilities  and
contingent assets and liabilities at the date of the financial  statements,  and
the  reported  amounts of revenue and  expenses  during the  reporting  periods.
Actual  results could differ from those  estimates.  Significant  estimates that
affect the financial statements include, but are not limited to:  collectibility
of accounts  receivable,  amortization  periods and recoverability of long-lived
assets.

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.

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

Inventories

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

Work in Progress

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

Property and Equipment

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

Revenue and Deferred Revenue

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

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

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


                                      F-8
<PAGE>

                                 ROOMLINX, INC.
                          NOTES TO FINANCIAL STATEMENTS
                          YEAR ENDED DECEMBER 31, 2004


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

Income Taxes

Deferred income taxes are determined using the asset and liability method. Under
this  method,  deferred  tax  assets and  liabilities  are  determined  based on
differences  between financial reporting and tax bases of assets and liabilities
and are  measured  using the  enacted  tax rates and laws that will be in effect
when the differences are expected to reverse. A valuation  allowance is recorded
when the  expected  recognition  of a  deferred  tax asset is  considered  to be
unlikely.

Advertising Costs

Advertising  costs are expensed as incurred.  During 2004 and 2003,  advertising
expense was approximately $166,000 and $129,000, respectively.

Stock-Based Employee 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 an  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 the
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's net loss and net loss per common share would have increased to the pro
forma amounts indicated in the table below.

<TABLE>
<CAPTION>
                                                             Year ended December 31,
                                                           ----------------------------
                                                               2004             2003
                                                           ------------     -----------
<S>                                                        <C>              <C>
Net loss ..............................................    $(12,175,600)    $  (831,745)
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        (840,000)             --
                                                           ------------     -----------

Pro forma net loss ....................................    $(13,150,000)    $  (831,745)
                                                           ============     ===========
Net loss per share-basic and diluted, as reported .....    $      (0.16)    $     (0.06)
                                                           ============     ===========
Pro forma net loss per share-basic and diluted ........    $      (0.16)    $     (0.06)
                                                           ============     ===========
</TABLE>

The pro forma results above are not intended to be indicative of or a projection
of future results.  Refer to Note 10 for assumptions  used in computing the fair
value amounts above.


                                      F-9
<PAGE>

Earnings (Loss) 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 loss per share is computed by
dividing the Company's net loss  attributable to common  stockholders  (net loss
adjusted for  preferred  stock  dividends of $6,500 in 2004) for the year 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
antidilutive.  Diluted loss per share is  determined in the same manner as basic
loss per share except that the number of shares is increased  assuming  exercise
of dilutive stock options and warrants using the treasury stock method.

Stock options and warrants aggregating 24,980,094 shares and 3,957,266 shares in
2004 and 2003, respectively have been excluded since they are antidilutive.

Fair Value of Financial Instruments

The carrying amounts of the Company's financial instruments,  which include cash
and cash equivalents,  accounts receivable,  accounts payable,  accrued expenses
and notes  payable  approximate  their fair values due to the short  maturity of
these items.

Foreign currency translation

The United States dollar is the functional  currency of the Company.  Assets and
liabilities  in foreign  currencies  are  translated  into United States dollars
using the  exchange  rate at the balance  sheet date.  Revenues and expenses are
translated at average rates of exchange during the period. Gains and losses from
foreign currency transactions are included in operations.

Segment Information

In June 1997, the Financial  Accounting Standards Board ("FASB") issued SFAS No.
131,  "Disclosures  About  Segments of an Enterprise  and Related  Information,"
which  establishes  standards  for  the way  that a  public  enterprise  reports
information about operating segments in annual financial statements and requires
that those enterprises  report selected  information about operating segments in
interim financial reports issued to shareholders.  It also establishes standards
for related disclosures about products and services,  geographic areas and major
customers.  The  Company  operates  in a single  segment.  The  chief  operating
decision maker allocates resources and assesses the performance  associated with
wireless services, and related equipment sales on a single segment basis.

Reclassifications

The Company has  reclassified  certain  prior year  information  to conform with
current year presentation.

Recent Accounting Pronouncements

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

In May 2003, the FASB issued Statement No. 150, Accounting for Certain Financial
Instruments  with  Characteristics  of both  Liabilities  and Equity  ("SFAS No.
150").  SFAS No. 150  establishes  standards  for  classifying  and measuring as
liabilities certain financial  instruments that embody obligations of the issuer
and have characteristics of both liabilities and equity. SFAS No. 150 represents
a  significant  change in practice in the  accounting  for a number of financial
instruments,  including  mandatorily  redeemable equity  instruments and certain
equity  derivatives.  SFAS No. 150 is effective  for all  financial  instruments


                                      F-10
<PAGE>

created or modified after May 31, 2003,  and to other  instruments as of July 1,
2003. The Company has adopted the provisions of SFAS No. 150, which did not have
a material impact on its results of operations and financial position.

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.


NOTE 3 - ACCOUNTS RECEIVABLE AND OTHER

The  principal  components of accounts  receivable  and other as of December 31,
2004 were as follows:

Trade accounts receivable ....................   $  166,633
GST/PST receivable ...........................       11,426
                                                 ----------
                                                 $  178,059
                                                 ==========

It is anticipated that the Company will collect 100% of its accounts  receivable
and therefore no allowance for doubtful accounts has been provided.

NOTE 4 - PREPAID AND OTHER CURRENT ASSETS

The principal  components of prepaid and other current assets as of December 31,
2004 were as follows:

Prepaid Insurance                                       $  23,230
Prepaid expense                                             2,988
                                                        ---------
                                                        $  26,218
                                                        =========


                                      F-11
<PAGE>

NOTE 5 - PROPERTY AND EQUIPMENT

The components of property and equipment as of December 31, 2004 are as follows:

                                             December 31,
                                                 2004
                          ---------------------------------------------------
                                              Accumulated         Net Book
                              Cost           Depreciation          Value
                          --------------    ---------------    --------------
Furniture                     $  12,585           $  6,973          $  5,612
Computer Hardware               782,024            598,912           183,112
Automobile                       21,425             21,425                --
                          --------------    ---------------    --------------
                            $ 1,632,068           $627,310          $188,724
                          ==============    ===============    ==============

The net book value of property and equipment under capital lease at December 31,
2004 totaled $50,917, net of accumulated amortization of $225,987.  Amortization
expense  on  assets  under  capital  lease,  included  in  depreciation  expense
aggregated  $21,821 and $31,173 for the years ended  December 31, 2004 and 2003,
respectively.

NOTE 6 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The  principal  components  of accounts  payable and accrued  liabilities  as of
December 31, 2004 were as follows:

Trade accounts payable..................................   $   590,478
Accrued compensation....................................       116,667
Other accrued liabilities ..............................       246,011
                                                           -----------
                                                           $   953,155
                                                           ===========

NOTE 7 - NOTES PAYABLE

During the fourth quarter of 2004, the Company received $250,000  ($120,000 from
officers and certain  stockholders)  in exchange for $250,000 of 10%  promissory
notes  maturing  six months from the date of issuance  and  warrants to purchase
1,250,000 shares of common stock at $0.10 per share. The Company has reflected a
$62,500 debt discount  relating to the fair value of the warrants issued.  As of
December  31, 2004 $10,417 of the discount  has been  amortized.  The  remaining
balance will be amortized over the term of the notes.  The notes begin to mature
in May  2005.  In  addition,  during  January  2005,  the  Company  borrowed  an
additional  $70,000 under the same terms and issued warrants to purchase 350,000
shares of common  stock at $0.10 per share.  In March 2005,  the Company  repaid
$40,000 of the notes with accrued interest of $945.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

      (a)   Capital leases

                                                                December 31,
                                                                -----------
                                                                   2004
                                                                -----------
             Various leases
               Bearing interest from 21.6% - 35.2%, with
               Monthly payments totaling $11,994,
                payments currently due....................      $   243,383
                                                                -----------
                                                                $   243,383

            Management  attempted to  renegotiate  the capital lease  obligation
            with its lessor.  The Company has been  unsuccessful  in  contacting
            representatives  of the lessor and has therefore  suspended payments
            until such time as the Company is able to contact  the  lessor.  The
            lease  obligation is personally  guaranteed by a former  director of
            the Company.


                                      F-12
<PAGE>

      (b)   Operating leases

     In addition, the Company is committed under office leases in New Jersey and
     Vancouver through March 2008. Minimum future payments are as follows:

             2005 ......................................  $  65,288
             2006 ......................................     65,952
             2007 ......................................     52,932
             2008 ......................................     10,908
                                                          ---------
                                                          $ 195,080
                                                          =========

NOTE 9 - CONVERTIBLE DEBENTURE

The  debenture  balance  totaling  $10,000 at December  31,  2004,  represents a
private  placement of  debentures of which  $380,000 were issued.  In connection
with the merger with Arc, $370,000 of debentures converted into 3,402,097 shares
of common stock.  The remaining  $10,000  debenture was paid at maturity  during
March 2005.

NOTE 10 - STOCKHOLDERS EQUITY (CAPITAL DEFICIENCY)

Common Stock and Warrants to Purchase Common Stock

Pursuant to the Merger  Agreement  with Arc, the Company was required to raise a
minimum of $400,000 in  additional  capital  prior to the closing of the merger.
During the year ended  December 31, 2004, in addition to the warrants and shares
described in Note 7 and  elsewhere  in this Note 10, the Company sold  5,738,511
shares  of  common  stock at a price  of  $0.11  per  share  including  warrants
exercisable  for two years to  purchase  a total of  2,869,255  shares of common
stock  at  an  exercise   price  of  $0.22  per  share  for  gross  proceeds  of
approximately $624,000 (before issuance costs of approximately $53,000).

In order to reduce  the  Company's  existing  debt  prior to the  closing of the
merger,  the  Company  issued  2,002,640  shares  of common  stock and  warrants
exercisable  for two years to  purchase  a total of  1,001,320  shares of common
stock at an exercise  price of $0.22 per share in  settlement  of  approximately
$217,800 of debt and  liabilities.  Furthermore,  the Company  issued  1,315,784
shares of common  stock and  warrants  exercisable  for two years to  purchase a
total of 657,892  shares of common stock at an exercise price of $0.22 per share
as a fee for the  private  placement.  In lieu of cash  compensation  to certain
employees and unrelated  vendors,  the Company issued 1,535,541 shares of common
stock and  warrants  exercisable  for two years to  purchase  a total of 767,770
shares of common stock at an exercise  price of $0.22 per share.  The total fair
value of the warrants  issued was determined to be $23,033 and was recorded as a
sales expense in the statement of  operations.  The fair value of these warrants
was  estimated at the date of grant using the  Black-Scholes  pricing model with
the following  assumptions:  weighted-average  risk-free  interest rate of 4.2%;
expected  volatility of 0.30; no dividends;  and a weighed average expected life
of the warrants of 2 years.

In connection  with the merger with Arc,  $370,000 of debentures  converted into
3,402,097 shares of common stock.

On June 28, 2004, the Company  completed its merger with Arc. In connection with
the merger, the Company issued 34,444,952 shares of common stock and warrants to
purchase  8,333,333  shares of common  stock at an  exercise  price of $0.15 per
share to Arc  shareholders  on the date of  merger.  The total fair value of the
warrants  issued was  determined  to be $916,667 and was recorded as part of the
reorganization  costs related to the merger in the statement of operations.  The
fair  value of these  warrants  was  estimated  at the date of grant  using  the
Black-Scholes  pricing  model with the following  assumptions:  weighted-average
risk-free interest rate of 3.2%; expected volatility of 0.30; no dividends;  and
a weighed average expected life of the warrants of 3 years.

In  November  2004,  the  Company  entered  into a Standby  Equity  Distribution
Agreement with Cornell Capital Partners. In connection with such agreement,  the
Company issued Cornell Capital  Partners  1,100,000  shares of common stock as a


                                      F-13
<PAGE>

commitment  fee under the equity line of credit.  In addition,  the Company also
issued,  as a  placement  fee,  66,667  shares  of  common  stock  to  Newbridge
Securities  Corporation.  On May 9, 2005,  the  Company  terminated  the Standby
Equity  Distribution  Agreement with Cornell Capital.  With the exception of the
issuances  described in this paragraph,  the Company did not sell any securities
under this agreement with Cornell Capital.

During  November  2003,  the  Company  effected  a  private  placement  offering
aggregating $131,200,  of which $60,000 represented  settlement of certain loans
payable. In connection with the private placement,  the Company issued 1,324,059
shares of common stock and warrants to purchase  662,030  shares of common stock
at an exercise price of $0.22 per share.

Preferred Stock

As of December 31, 2004,  720,000 shares of Class A Preferred  Stock were issued
and outstanding.  The Class A Preferred Stock bears a 9% cumulative dividend. As
of December 31, 2004 accrued but unpaid  preferred  stock  dividends  aggregated
$82,000.

Stock Options

In conjunction  with the Arc merger,  the Company  adopted a long term incentive
stock option plan (the "Stock Option Plan").  The Stock Option Plan provides for
the issuance of 25,000,000 shares of common stock upon exercise of options which
may be granted  pursuant to the Stock  Option  Plan.  As of December  31,  2004,
options to purchase  6,600,000 shares were outstanding and 18,400,000 shares are
available  for future  grants of options.  The options vest as determined by the
Board of Directors and are exercisable for a period of no more than 10 years.

A summary of stock option activity for 2004 and 2003 is as follows:

<TABLE>
<CAPTION>
                                                              Weighted                     Weighted
                                                              Average                      Average
                                                              Exercise                     Exercise
                                                  Shares       Price         Shares         Price
                                                ----------      -----      ----------      --------
<S>                                              <C>            <C>           <C>          <C>
Outstanding on January 1,                          500,000      $0.08              --      $     --
Granted                                          6,100,000       0.01         500,000          0.08
Exercised                                               --         --              --            --
Forfeited                                               --         --              --            --
                                                ----------                 ----------
Outstanding on December 31,                      6,600,000      $0.02         500,000      $   0.08
                                                ==========                 ==========
Exercisable on December 31,                      3,600,000      $0.02         500,000      $   0.08
                                                ==========                 ==========
Shares available for grant on December 31,      18,400,000                         --
                                                ==========                 ==========
</TABLE>


The following table summarizes information about the Company's stock options, at
December 31, 2004:

<TABLE>
<CAPTION>
                                               Outstanding Stock Options                               Exercisable Stock
                               ----------------------------------------------------------     -------------------------------------
                                                      Weighted
                                                       Average
                                                      Remaining                                                       Weighted
                                                     Contractual       Weighted Average                                Average
Range of Exercise Prices            Shares              Life            Exercise Price            Shares           Exercise Price
---------------------------    -----------------    --------------     ------------------     ----------------     ----------------
<S>                                <C>                        <C>       <C>                         <C>             <C>
$0.01 to $0.05                     6,000,000                  6.5       $          0.01             3,000,000       $         0.01
$0.06 to $0.10                       600,000                  4.0                  0.08               600,000                 0.08
                               -----------------                       ------------------     ----------------     ----------------
                                   6,600,000                            $          0.02             3,600,000       $         0.02
                               =================                       ==================     ================     ================
</TABLE>


                                      F-14
<PAGE>

On April 27, 2004,  the Company  granted its CEO a seven year option to purchase
4,000,000  shares of common  stock of the  Company's  common  stock at an option
price equal to one cent  ($.01) per share.  The  options  vest as  follows:  (i)
1,400,000  options  vested  immediately  upon  the  effective  date of the  2004
Reorganization (the "Effective Date").;  (ii) 600,000 options vested on the date
which was 5 months and 29 days after the Effective Date; (iii) 1,000,000 options
will vest on the first  anniversary  of the Effective  Date;  and (iv) 1,000,000
options will vest on the second anniversary of the Effective Date.

On April 27, 2004,  the Company  granted its CFO a seven year option to purchase
2,000,000  shares of common  stock of the  Company's  common  stock at an option
price equal to one cent  ($.01) per share.  The  options  vest as  follows:  (i)
700,000  options  vested  immediately  upon  the  effective  date  of  the  2004
Reorganization (the "Effective Date").;  (ii) 300,000 options vested on the date
which was 5 months and 29 days after the Effective  Date;  (iii) 500,000 options
will vest on the first  anniversary  of the  Effective  Date;  and (iv)  500,000
options will vest on the second anniversary of the Effective Date.

Pro forma information regarding net income and earnings per share is required by
SFAS 123,  and has been  determined  as if the  Company  had  accounted  for its
employee stock options under the fair value method of SFAS 123 (see Note 2). For
purposes of pro forma  disclosures,  the estimated  fair value of the options is
amortized to expense over the options' vesting period.  The fair value for these
options  was  estimated  at the date of grant  using  the Black  Scholes  option
pricing  model  with  the  following  assumptions  for  2004:   weighted-average
risk-free interest rate of 4.20%; expected volatility of 0.30; no dividends; and
a weighted-average expected life of the options of 4.0 years.

As of December 31, 2004, the Company has reserved for issuance 25,000,000 shares
related to the Stock Option Plan,  24,980,094  shares  associated  with warrants
outstanding  and 45,454 shares  related to the  convertible  debenture  assuming
conversion.

NOTE 11 - 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, warrants
and options on the date of the merger agreement and the net assets of Arc.

NOTE 12 - INCOME TAXES

At December  31,  2004,  the Company had a federal net  operating  loss  ("NOL")
carryforward of approximately $6.5 million. The federal NOL carryforwards expire
through 2024. The Tax Reform Act of 1986 enacted a complex set of rules limiting
the potential  utilization of net operating loss and tax credit carryforwards in
periods following a corporate "ownership change." In general, for federal income
tax purposes,  an ownership change is deemed to occur if the percentage of stock
of a loss  corporation  owned  (actually,  constructively  and,  in some  cases,
deemed)  by one or  more  "5%  shareholders"  has  increased  by  more  than  50
percentage  points  over the  lowest  percentage  of such stock  owned  during a
three-year testing period. During 2004, such a change in ownership occurred with
respect  to the  merger  with Arc.  The  Company  has not  performed  a detailed
analysis to determine the amount of the potential limitations.
The  Company's  statutory  tax  rate is  reduced  to zero due to the  impact  of
unbenefited tax loss carryforwards.

Deferred  income taxes result  principally  from  temporary  differences  in the
recognition  of certain  revenue and expense  items for financial and income tax
reporting  purposes.  Deferred tax assets and  liabilities  of the Company as of
December 31, 2004 are as follows:


                                      F-15
<PAGE>

<TABLE>
<CAPTION>
                                                                   Year Ended December 31,
                                                                  2004                  2003
                                                            -----------------     -----------------
<S>                                                              <C>                   <C>
Deferred income tax assets:
     Net operating loss carryforwards                            $ 1,715,770           $   680,563
     Valuation allowance for deferred income tax assets           (1,715,770)             (680,563)
                                                            -----------------     -----------------
     Net deferred income tax assets                              $        --           $        --
                                                            =================     =================
</TABLE>

Due to the uncertainty surrounding the realization of deferred income tax assets
in future  income  tax  returns,  the  Company  has  recorded  a 100%  valuation
allowance against its deferred income tax asset.

A  reconciliation  between  the  Company's  effective  tax rate and the  Federal
statutory rate is as follows:

<TABLE>
<CAPTION>
                                                                Year Ended December 31,
                                                              2004                    2003
                                                      ---------------------     ------------------
<S>                                                    <C>                       <C>
Statutory federal income tax (benefit) at 34%          $   (4,139,704)           $  (282,793)
Non-deductible expenses:
 Reorganization costs                                       3,409,080
 Valuation allowance                                         (730,624)              (282,739)
                                                      ---------------------     ------------------
Total                                                  $           --            $        --
                                                      =====================     ==================
</TABLE>


NOTE 13 - SEGMENTED DISCLOSURES

The Company  manages its  operations in one business  segment,  the provision of
wireless  high-speed  internet  solutions to hotels,  conference  and convention
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:

                                                  December 31,
                                  --------------------------------------------
                                         2004                    2003
                                  --------------------    --------------------
United States                           $   1,906,225           $   1,884,047

Canada                                        102,696                 122,527
                                  --------------------    --------------------
                                        $   2,008,921           $   2,006,574
                                  ====================    ====================

The following  table presents a summary of property and equipment as of December
31, 2004 by geographical region:

                                                      2004
                                                --------------
Property and equipment , net
    United States                                $    130,651

    Canada                                             58,073
                                                --------------
                                                 $    188,724
                                                ==============

NOTE 14 - SUBSEQUENT EVENTS

On April 1, 2005,  the Company  entered into a  non-binding  letter of intent to
purchase  all  the  outstanding  stock  of  Suitespeed,  Inc.  in  exchange  for
21,450,000  shares of common  stock of the  Company.  Suitespeed,  a provider of
high-speed wireless Internet access solutions, delivers WiFi services to hotels.
Consummation  of the  transaction  is subject to  completion  of due  diligence,
execution of a definitive agreement and closing conditions to be provided for in
the definitive agreement.


                                      F-16
<PAGE>

                                  EXHIBIT INDEX

2.1  Agreement  and Plan of Merger,  dated as of December 8, 2004,  by and among
Arc, Old RoomLinX and the registrant (the "Merger Agreement") is incorporated by
reference to Annex A to the definitive proxy statement filed by Arc with the SEC
on June 15, 2004

2.2  Amendment  No. 1 to the Merger  Agreement is  incorporated  by reference to
Annex E to the definitive  proxy statement filed by Arc with the SEC on June 15,
2004.

2.3  Amendment  No. 2 to the Merger  Agreement is  incorporated  by reference to
Annex F to the definitive  proxy statement filed by Arc with the SEC on June 15,
2004.

3.1  Amended  and  Restated  Articles  of  Incorporation  of the  registrant  is
incorporated by reference to Exhibit 2.0 to the registrant's Quarterly Report on
Form 10-QSB for the quarter ended June 30, 2004.

3.2 Amended and Restated  By-Laws of the registrant is incorporated by reference
to  Exhibit  3.1 to the  registrant's  Quarterly  Report on Form  10-QSB for the
quarter ended June 30, 2004.

4.1 Form of convertible  debenture  issued  pursuant to the Securities  Purchase
Agreement described in Exhibit 10.10 is incorporated by reference to Exhibit 4.1
to the  registrant's  Current  Report on Form 8-K filed with the SEC on March 7,
2005.

4.2 Form of Warrant to Purchase  Common Stock issued  pursuant to the Securities
Purchase  Agreement  described in Exhibit 10.10 is  incorporated by reference to
Exhibit 4.2 to the registrant's Current Report on Form 8-K filed with the SEC on
March 7, 2005.

4.3 Form of Note issued pursuant to the Securities  Purchase Agreement described
in Exhibit 10.12.

4.4 Form of Warrant to Purchase  Common Stock issued  pursuant to the Securities
Purchase Agreement described in Exhibit 10.12.

4.5 Form of Warrant to Purchase  Common Stock issued  pursuant to the Securities
Subscription  Agreement  described in Exhibit 10.13 is incorporated by reference
to Exhibit 4.2 to the Annual Report on Form 10-KSB of Arc  Communications,  Inc.
("Arc") for the year ended December 31, 2003.

9.1  Shareholders  Agreement  between Steven H. Meyer,  Kenneth P. Meyer,  Ethel
Kaplan,  Peter C. Cosmas and Arc Slide Technologies,  Inc. dated August 22, 1994
is incorporated by reference to Exhibit 9.1 to Arc's  Registration  Statement on
Form SB-2 (File No. 0-26213) filed on October 5, 1999

10.1 RoomLinX,  Inc. Long Term Incentive  Plan is  incorporated  by reference to
Annex A to the definitive  proxy statement filed by Arc with the SEC on June 15,
2004

10.2  Employment  agreement  between  the  registrant  and  Aaron  Dobrinsky  is
incorporated  by  reference to Exhibit  10.1 to Arc's  Quarterly  Report on Form
10-QSB for the quarter ended March 31, 2004.

10.3  Employment   agreement  between  the  registrant  and  Francis  Elenio  is
incorporated  by  reference to Exhibit  10.2 to Arc's  Quarterly  Report on Form
10-QSB for the quarter ended March 31, 2004. .

10.4 Sublease agreement, dated April 1, 2004, by and between Arc and Mokrynski &
Associates,  Inc.  covering the  registrant's  headquarters  in Hackensack,  New
Jersey.

10.5 Standby Equity  Distribution  Agreement,  dated as of November 18, 2004, by
and between the registrant and Cornell  Capital  Partners,  is  incorporated  by
reference to Exhibit 99.1 to the  registrant's  Current Report on Form 8-K filed
with the SEC on November 24, 2004.

<PAGE>

10.6  Registration  Rights  Agreement,  dated as of November  18,  2004,  by and
between  the  registrant  and  Cornell  Capital  Partners,  is  incorporated  by
reference to Exhibit 99.2 to the  registrant's  Current Report on Form 8-K filed
with the SEC on November 24, 2004.

10.7 Placement  Agent  Agreement,  dated as of November 18, 2004, by and between
the  registrant  and  Newbridge  Securities  Corporation,   is  incorporated  by
reference to Exhibit 99.3 to the  registrant's  Current Report on Form 8-K filed
with the SEC on November 24, 2004.

10.8  Escrow  Agreement,  dated  as of  November  18,  2004,  by and  among  the
registrant,  Cornell  Capital  Partners and David  Gonzalez,  is incorporated by
reference to Exhibit 99.4 to the  registrant's  Current Report on Form 8-K filed
with the SEC on November 24, 2004.

10.9  Letter  Agreement,  dated as of  November  18,  2004,  by and  between the
registrant and Cornell Capital Partners, is incorporated by reference to Exhibit
99.5 to the  registrant's  Current  Report  on Form  8-K  filed  with the SEC on
November 24, 2004.

10.10 Securities Purchase Agreement, dated as of March 2, 2005, by and among the
registrant  and the  Investors  named  therein is  incorporated  by reference to
Exhibit 10.1 to the  registrant's  Current Report on Form 8-K filed with the SEC
on March 7, 2005.

10.11 Registration Rights Agreement, dated as of March 2, 2005, by and among the
registrant  and the  Investors  named  therein is  incorporated  by reference to
Exhibit 10.2 to the  registrant's  Current Report on Form 8-K filed with the SEC
on March 7, 2005.

10.12 Securities Purchase Agreement, dated as of November 17, 2004, by and among
the registrant and the Investors named therein.

10.13 Form of Securities  Subscription Agreement is incorporated by reference to
Exhibit 4.1 to Arc's  Annual  Report on Form 10-KSB for the year ended  December
31, 2003.

10.14 Letter Agreement between ARC Communications  Inc. and Peter A. Bordes, Jr.
dated October 15, 2003 and Nonstatutory Stock Option Agreement,  effective as of
October 1, 2003,  is  incorporated  by reference to Exhibit 10.2 to Arc's Annual
Report on Form 10-KSB for the year ended December 31, 2003.

10.3 Letter Agreement  between ARC  Communications  Inc. and Joel Schwartz dated
January  13, 2004 and  Nonstatutory  Stock  Option  Agreement,  effective  as of
January 13, 2004 is  incorporated  by  reference to Exhibit 10.3 to Arc's Annual
Report on Form 10-KSB for the year ended December 31, 2003.

10.4 Consulting  Agreement among ARC Communications  Inc., Alliance Advisors and
Roccus Capital Partners, LLC dated December 1, 2003 is incorporated by reference
to  Exhibit  10.4 to Arc's  Annual  Report  on Form  10-KSB  for the year  ended
December 31, 2003.

31.1 Certification of the chief executive officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002

31.2 Certification of the chief financial officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002

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

99.1 Risk Factors





EXHIBIT 31.1


                                  CERTIFICATION

I, Aaron Dobrinsky, certify that:

1. I have reviewed this Annual Report on Form 10-KSB of RoomLinX, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

         (a) Designed such disclosure  controls and  procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

         (b) Evaluated the effectiveness of the registrant's disclosure controls
and  procedures  and  presented  in  this  report  our  conclusions   about  the
effectiveness  of the disclosure  controls and procedures,  as of the end of the
period covered by this report based on such evaluation; and

         (c)  Disclosed in this report any change in the  registrant's  internal
control over financial  reporting  that occurred  during the  registrant's  most
recent fiscal quarter (the registrant's  fourth fiscal quarter in the case of an
annual  report)  that  has  materially  affected,  or is  reasonably  likely  to
materially affect, the registrant's  internal control over financial  reporting;
and

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):

         (a) All significant  deficiencies and material weaknesses in the design
or operation of internal  control over financial  reporting which are reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

         (b) Any fraud,  whether or not material,  that  involves  management or
other employees who have a significant role in the registrant's internal control
over financial reporting.

Date: May 12, 2005

                                                     -----------------------
                                                     Aaron Dobrinsky
                                                     Chief Executive Officer




EXHIBIT 31.2

                                  CERTIFICATION

I, Francis J. Elenio, certify that:

1. I have reviewed this Annual Report on Form 10-KSB of RoomLinX, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

         (a) Designed such disclosure  controls and  procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

         (b) Evaluated the effectiveness of the registrant's disclosure controls
and  procedures  and  presented  in  this  report  our  conclusions   about  the
effectiveness  of the disclosure  controls and procedures,  as of the end of the
period covered by this report based on such evaluation; and

         (c)  Disclosed in this report any change in the  registrant's  internal
control over financial  reporting  that occurred  during the  registrant's  most
recent fiscal quarter (the registrant's  fourth fiscal quarter in the case of an
annual  report)  that  has  materially  affected,  or is  reasonably  likely  to
materially affect, the registrant's  internal control over financial  reporting;
and

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):

         (a) All significant  deficiencies and material weaknesses in the design
or operation of internal  control over financial  reporting which are reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

         (b) Any fraud,  whether or not material,  that  involves  management or
other employees who have a significant role in the registrant's internal control
over financial reporting.

Date: May 12, 2005

                                                     -----------------------
                                                     Francis J. Elenio
                                                     Chief Financial Officer




EXHIBIT 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the annual report of RoomLinX,  Inc. (the "Company")
on Form 10-KSB for the year ended  December  31, 2004 filed with the  Securities
and Exchange  Commission (the  "Report"),  I, Aaron  Dobrinsky,  Chief Executive
Officer of the Company,  certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully  complies  with the  requirements  of Section  13(a) of the
Securities Exchange Act of 1934; and

(2) The  information  contained in the Report fairly  presents,  in all material
respects,  the consolidated  financial  condition of the Company as of the dates
presented and consolidated  results of operations of the Company for the periods
presented.

Dated: May 12, 2005

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



This  certification  has been  furnished  solely  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.






EXHIBIT 32.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the annual report of RoomLinX,  Inc. (the "Company")
on Form 10-KSB for the year ended  December  31, 2004 filed with the  Securities
and Exchange  Commission (the "Report"),  I, Francis J. Elenio,  Chief Financial
Officer of the Company,  certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully  complies  with the  requirements  of Section  13(a) of the
Securities Exchange Act of 1934; and

(2) The  information  contained in the Report fairly  presents,  in all material
respects,  the consolidated  financial  condition of the Company as of the dates
presented and consolidated  results of operations of the Company for the periods
presented.

Dated: May 12, 2005

                                                     By: /s/ Francis J. Elenio
                                                         -----------------------
                                                         Francis J. Elenio
                                                         Chief Financial Officer



                                  EXHIBIT 99.1


                                  RISK FACTORS

RISKS PARTICULAR TO OUR BUSINESS

WE HAVE  HISTORICALLY  INCURRED  LOSSES AND THESE  LOSSES  WILL  CONTINUE IN THE
FORESEEABLE FUTURE.

         We have  never  earned a profit.  As of  December  31,  2004,  we had a
working  capital  deficiency  and  capital  deficiency of  $1,116,029  and
$911,817,  respectively.  Since  our  inception,  we have  invested  significant
capital to build our organization.  We have incurred  operating losses since our
inception and expect to continue to incur operating losses for at least the next
year.  We will need to generate  significant  revenue to become  profitable  and
sustain profitability on a quarterly and annual basis.

         We may not  achieve or sustain  our  revenue or profit  goals,  and our
ability to do so depends on the factors specified  elsewhere in "Risk Factors" -
as well as on a number of factors  outside of our control,  including the extent
to which:

      o     our  competitors  announce  and  develop,  or lower the  prices  of,
            competing services; and

      o     prices for our  services  decrease as a result of reduced  demand or
            competitive pressures.

As a result, we may not be able to increase revenue or achieve  profitability on
a quarterly and annual basis.

BOTH OUR  MANAGEMENT  AND OUR  INDEPENDENT  AUDITORS  HAVE  EXPRESSED AN OPINION
RAISING SUBSTANTIAL DOUBT CONCERNING OUR ABILITY TO CONTINUE AS A GOING CONCERN,
WHICH OPINION MAY MAKE IT MORE DIFFICULT FOR US TO RAISE NEEDED CAPITAL.

         Our independent  auditors have expressed an opinion raising substantial
doubt  concerning our ability to continue as a going concern with respect to our
audited  financial  statements  for the years ended  December 31, 2004 and 2003.
This qualification  could materially  adversely affect the manner in which third
parties do business  with us, most notably in  connection  with the extension of
credit and their degree of commitment to any long-term agreements.  Actions that
may be taken by our  suppliers  and other  creditors  to  enhance  their  credit
positions  could cause us significant  additional  liquidity  problems and could
adversely  impact our ability to continue doing  business.  Such a qualification
could also make it more difficult for us to obtain capital on acceptable  terms,
if at all.

WE MAY NEED  ADDITIONAL  FUNDS WHICH,  IF  AVAILABLE,  COULD RESULT IN INCREASED
INTEREST  EXPENSES OR  ADDITIONAL  DILUTION TO OUR  STOCKHOLDERS.  IF ADDITIONAL
FUNDS  ARE  NEEDED  AND ARE NOT  AVAILABLE,  OUR  BUSINESS  COULD BE  NEGATIVELY
IMPACTED.

         At this time, we do not have any bank credit  facility or other working
capital credit line under which we may borrow funds for working capital or other
general corporate  purposes.  If funds are raised through the issuance of equity
securities,  the percentage  ownership of our then-current  stockholders will be
reduced and the holders of new equity securities may have rights, preferences or
privileges  senior to those of the holders of our common  stock.  If  additional
funds  are  raised  through  a bank  credit  facility  or the  issuance  of debt
securities,  the holder of such  indebtedness  would have  rights  senior to the
rights of common  stockholders and the terms of such  indebtedness  could impose
restrictions on our operations. If we need to raise additional funds, we may not
be able to do so on terms favorable to us, or at all. If we cannot  successfully
increase our revenues or raise adequate funds on acceptable terms, we may not be
able to continue to fund our operations. We may be required to sell or otherwise
dispose of portions of our  business in order to improve our cash  position.  We
may not be able to effect such sales on satisfactory terms or at all.

<PAGE>

OUR LIMITED CASH  RESOURCES  WILL LIKELY  RESTRICT OUR  FLEXIBILITY  AND OVERALL
OPERATIONS.

         In  order  for us to  continue  operating  as an  independent  business
entity,  it  has  been  necessary  for  us to  implement  significant  budgetary
constraints.  These  constraints  limit  our  ability  to  respond  to  business
opportunities  or issues as they arise.  Since our industry  remains in an early
stage and its needs are dynamic, our budgetary  constraints may adversely affect
our ability to respond to market demands and our ability to compete.

WE HAVE ONLY A LIMITED OPERATING  HISTORY,  WHICH MAKES IT DIFFICULT TO EVALUATE
AN INVESTMENT IN OUR COMMON STOCK.

         We have only a limited  operating history on which you can evaluate our
business,  financial  condition and operating results. We face a number of risks
encountered  by  early  stage  technology  companies  that  participate  in  new
technology markets, including our ability to:

      o     maintain our engineering and support  organizations,  as well as our
            distribution channels;

      o     negotiate and maintain favorable usage rates with our vendors;

      o     retain and expand our customer base at profitable rates;

      o     recoup our expenses  associated with the wireless  devices we resell
            to subscribers;

      o     manage  expanding  operations,  including  our ability to expand our
            systems if our subscriber base grows substantially;

      o     attract and retain management and technical personnel; and

      o     anticipate  and  respond  to  market   competition  and  changes  in
            technologies as they develop and become available.

We  may  not  be  successful  in  addressing  or  mitigating   these  risks  and
uncertainties,  and if we are not successful our business could be significantly
and adversely affected.

TO GENERATE INCREASED REVENUE WE WILL HAVE TO INCREASE  SUBSTANTIALLY THE NUMBER
OF OUR CUSTOMERS, WHICH MAY BE DIFFICULT TO ACCOMPLISH.

         Adding new  customers  will depend to a large  extent on the success of
our direct and indirect  distribution  channels and  acquisition  strategy,  and
there  can be no  assurance  that  these  will  be  successful.  Our  customers'
experiences may be unsatisfactory to the extent that our service malfunctions or
our customer care efforts, including our website and 800 number customer service
efforts,  do not meet or exceed subscriber  expectations.  In addition,  factors
beyond our control, such as technological  limitations of the current generation
of devices,  which may cause our customers'  experiences with our service to not
meet their expectations, can adversely affect our revenues.

WE MAY ACQUIRE OR MAKE INVESTMENTS IN COMPANIES OR TECHNOLOGIES THAT COULD CAUSE
LOSS OF VALUE TO OUR STOCKHOLDERS AND DISRUPTION OF OUR BUSINESS.

         Subject to our  capital  constraints,  we intend to continue to explore
opportunities to acquire companies or technologies in the future.  Entering into
an  acquisition  entails  many risks,  any of which could  adversely  affect our
business, including:

      o     failure to integrate the acquired  assets and/or  companies with our
            current business;

<PAGE>

      o     the price we pay may exceed the value we eventually realize;

      o     loss of share  value to our  existing  stockholders  as a result  of
            issuing equity securities as part or all of the purchase price;

      o     potential loss of key employees from either our current  business or
            the acquired business;

      o     entering   into  markets  in  which  we  have  little  or  no  prior
            experience;

      o     diversion of management's attention from other business concerns;

      o     assumption  of  unanticipated  liabilities  related to the  acquired
            assets; and

      o     the  business or  technologies  we acquire or in which we invest may
            have limited operating  histories,  may require  substantial working
            capital, and may be subject to many of the same risks we are.

WE HAVE  LIMITED  RESOURCES  AND WE MAY BE UNABLE  TO  EFFECTIVELY  SUPPORT  OUR
OPERATIONS.

         We must  continue to develop and expand our systems and  operations  in
order to remain  competitive.  We  expect  this  thesis  to place  strain on our
managerial, operational and financial resources. We may be unable to develop and
expand our systems and operations for one or more of the following reasons:

      o     we may  not be able  to  retain  at  reasonable  compensation  rates
            qualified  engineers  and other  employees  necessary  to expand our
            capacity on a timely basis;

      o     we may not be able to dedicate the capital  necessary to effectively
            develop and expand our systems and operations; and

      o     we may not be able to expand our customer service, billing and other
            related support systems.

If we cannot  manage our  operations  effectively,  our business  and  operating
results will suffer.

OUR BUSINESS PROSPECTS DEPEND IN PART ON OUR ABILITY TO MAINTAIN AND IMPROVE OUR
SERVICES AS WELL AS TO DEVELOP NEW SERVICES.

         We believe that our business prospects depend in part on our ability to
maintain  and improve  our current  services  and to develop new  services.  Our
services  will  have  to  achieve  market  acceptance,   maintain  technological
competitiveness  and meet an expanding  range of customer  requirements.  We may
experience  difficulties that could delay or prevent the successful development,
introduction   or  marketing   of  new   services   and  service   enhancements.
Additionally,  our new services and service  enhancements may not achieve market
acceptance.

IF WE DO NOT RESPOND  EFFECTIVELY  AND ON A TIMELY BASIS TO RAPID  TECHNOLOGICAL
CHANGE, OUR BUSINESS COULD SUFFER.

         Our  industry  is  characterized  by  rapidly  changing   technologies,
industry standards,  customer needs and competition,  as well as by frequent new
product and service introductions. Our services are integrated with the computer
systems of our customers.  We must respond to  technological  changes  affecting
both our customers  and  suppliers.  We may not be successful in developing  and
marketing,  on a timely and  cost-effective  basis, new services that respond to
technological   changes,   evolving  industry  standards  or  changing  customer
requirements. Our success will depend, in part, on our ability to accomplish all
of the following in a timely and cost-effective manner:

      o     effectively using and integrating new technologies;

<PAGE>

      o     continuing to develop our technical expertise;

      o     enhancing our engineering and system design services;

      o     developing services that meet changing customer needs;

      o     advertising and marketing our services; and

      o     influencing and responding to emerging industry  standards and other
            changes.

WE  DEPEND ON  RETAINING  KEY  PERSONNEL.  THE LOSS OF OUR KEY  EMPLOYEES  COULD
MATERIALLY ADVERSELY AFFECT OUR BUSINESS.

         Due to the technical  nature of our services and the dynamic  market in
which  we  compete,  our  performance  depends  in  part  on our  retaining  key
employees.  Competitors and others may attempt to recruit our employees. A major
part of our  compensation  to our key  employees  is in the form of stock option
grants. A prolonged depression in our stock price could make it difficult for us
to retain our employees and recruit additional qualified personnel.

AN INTERRUPTION IN THE SUPPLY OF PRODUCTS AND SERVICES THAT WE OBTAIN FROM THIRD
PARTIES COULD CAUSE A DECLINE IN SALES OF OUR SERVICES.

         In designing,  developing and supporting our services,  we rely on many
third party providers. These suppliers may experience difficulty in supplying us
products or services  sufficient to meet our needs or they may terminate or fail
to renew  contracts for supplying us these products or services on terms we find
acceptable.  If our liquidity deteriorates,  our vendors may tighten our credit,
making it more difficult for us to obtain suppliers on terms satisfactory to us.
Any significant  interruption in the supply of any of these products or services
could cause a decline in sales of our services,  unless and until we are able to
replace the  functionality  provided by these  products  and  services.  We also
depend on third parties to deliver and support reliable products,  enhance their
current products,  develop new products on a timely and cost-effective basis and
respond to emerging industry standards and other technological changes.

WE MAY FACE INCREASED  COMPETITION,  WHICH MAY NEGATIVELY  IMPACT OUR PRICES FOR
OUR SERVICES OR CAUSE US TO LOSE BUSINESS OPPORTUNITIES.

         The market for our services is becoming increasingly  competitive.  Our
competitors may use the same products and services in competition  with us. With
time and capital, it would be possible for competitors to replicate our services
and offer  similar  services at a lower  price.  We expect that we will  compete
primarily on the basis of the functionality,  breadth,  quality and price of our
services. Our current and potential competitors include:

      o     Other wireless high speed internet access  providers,  such as SDSN,
            Guest-Tek Wayport, Greentree, Core Communications and StayOnLine;

      o     Other viable network carriers,  such as SBC, Comcast, Sprint and COX
            Communications; and

      o     Other   internal   information   technology   departments  of  large
            companies.

Many of our  existing  and  potential  competitors  have  substantially  greater
financial,   technical,   marketing  and  distribution  resources  than  we  do.
Additionally,  many of these  companies have greater name  recognition  and more
established  relationships  with  our  target  customers.   Furthermore,   these
competitors  may be able to adopt more  aggressive  pricing  policies  and offer
customers more attractive  terms than we can. In addition,  we have  established
strategic  relationships  with many of our potential  competitors.  In the event
such  companies  decide to compete  directly with us, such  relationships  would
likely be terminated, which could have a material adverse effect on our business
and reduce our market share or force us to lower prices to unprofitable levels.

<PAGE>

WE MAY BE SUED BY THIRD PARTIES FOR INFRINGEMENT OF THEIR PROPRIETARY RIGHTS AND
WE  MAY  INCUR  SUBSTANTIAL  DEFENSE  COSTS  AND  POSSIBLY  SUBSTANTIAL  ROYALTY
OBLIGATIONS OR LOSE THE RIGHT TO USE TECHNOLOGY IMPORTANT TO OUR BUSINESS.

         Any intellectual  property claims, with or without merit, could be time
consuming  and  expensive  to  litigate  or settle and could  divert  management
attention from administering our business. A third party asserting  infringement
claims  against  us or our  customers  with  respect  to our  current  or future
products may materially adversely affect us by, for example, causing us to enter
into costly royalty arrangements or forcing us to incur settlement or litigation
costs.

OUR QUARTERLY OPERATING RESULTS ARE SUBJECT TO SIGNIFICANT  FLUCTUATIONS AND, AS
A RESULT,  PERIOD-TO-PERIOD  COMPARISONS  OF OUR RESULTS OF  OPERATIONS  ARE NOT
NECESSARILY MEANINGFUL.

         Our  quarterly  operating  results may fluctuate  significantly  in the
future as a result of a variety of factors. These factors include:

      o     the demand for and market acceptance of our services;

      o     downward price adjustments by our competitors on services they offer
            that are similar to ours;

      o     changes in the mix of services sold by our competitors;

      o     technical difficulties or network downtime affecting  communications
            generally;

      o     the  ability  to meet any  increased  technological  demands  of our
            customers; and

      o     economic conditions specific to our industry.

Therefore,   our  operating  results  for  any  particular  quarter  may  differ
materially from our  expectations  or those of security  analysts and securities
traders and may not be indicative of future  operating  results.  The failure to
meet  expectations may cause the price of our common stock to decline.  Since we
are susceptible to these fluctuations,  the market price of our common stock may
be volatile,  which can result in significant  losses for investors who purchase
our common stock prior to a significant decline in our stock price.

RISKS PARTICULAR TO OUR INDUSTRY

THE MARKET FOR OUR SERVICES IS NEW AND HIGHLY UNCERTAIN.

         The market for wireless data  services is still  emerging and continued
growth in demand for and acceptance of these services remains uncertain. Current
barriers to market  acceptance  of these  services  include  cost,  reliability,
functionality  and ease of use. We cannot be certain that these barriers will be
overcome.  If the market for our services  does not grow or grows slower than we
currently  anticipate,  our business,  financial condition and operating results
could be materially adversely affected.

RISKS PARTICULAR TO OUR STOCK PRICE

OUR STOCK PRICE, LIKE THAT OF MANY TECHNOLOGY COMPANIES, MAY BE VOLATILE.

         We expect that the market price of our common stock will fluctuate as a
result of variations in our quarterly operating results and other factors beyond
our control.  These fluctuations may be exaggerated if the trading volume of our
common stock is low. In addition, due to the  technology-intensive  and emerging
nature of our  business,  the market price of our common stock may rise and fall
in response to a variety of factors, including:

<PAGE>

      o     announcements of technological or competitive developments;

      o     acquisitions or strategic alliances by us or our competitors;

      o     the gain or loss of a significant customer or order;

      o     changes in  estimates  of our  financial  performance  or changes in
            recommendations by securities analysts regarding us or our industry;

      o     our failure to meet market expectations with respect to any calendar
            quarter; and

      o     general market or economic conditions.

This  risk  may  be  heightened  because  our  industry  is  new  and  evolving,
characterized by rapid technological  change and susceptible to the introduction
of new competing technologies or competitors.

         In  addition,  equity  securities  of many  technology  companies  have
experienced  significant price and volume  fluctuations.  These price and volume
fluctuations  often have been  unrelated  to the  operating  performance  of the
affected  companies.  Volatility  in the market  price of our common stock could
result  in  securities  class  action  litigation.   This  type  of  litigation,
regardless of the outcome,  could result in substantial costs and a diversion of
management's attention and resources.

WE DO NOT INTEND TO PAY DIVIDENDS ON OUR COMMON STOCK.

         We have never paid or declared  any cash  dividends on our common stock
or other  securities  and intend to retain any future  earnings  to finance  the
development and expansion of our business.  We do not anticipate paying any cash
dividends  on  our  common  stock  in  the  foreseeable  future.  Unless  we pay
dividends, our stockholders will not be able to receive a return on their shares
unless they sell them.

OUR  COMMON  STOCK IS  SUBJECT  TO THE  "PENNY  STOCK"  RULES OF THE SEC AND THE
TRADING MARKET IN OUR  SECURITIES IS LIMITED,  WHICH MAKES  TRANSACTIONS  IN OUR
STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.

         The  Securities  and Exchange  Commission has adopted Rule 3a51-1 which
establishes the definition of a "penny stock," for the purposes  relevant to us,
as any equity  security  that has a market price of less than $5.00 per share or
with an  exercise  price of less  than  $5.00  per  share,  subject  to  certain
exceptions.  For any transaction  involving a penny stock,  unless exempt,  Rule
15g-9 requires:

      o     that a broker or dealer approve a person's  account for transactions
            in penny stocks; and

      o     the broker or dealer  receive from the investor a written  agreement
            to the  transaction,  setting forth the identity and quantity of the
            penny stock to be purchased

In order to approve a person's  account for  transactions  in penny stocks,  the
broker or dealer must:

      o     obtain financial information and investment experience objectives of
            the person; and

      o     make a  reasonable  determination  that  the  transactions  in penny
            stocks are  suitable  for that person and the person has  sufficient
            knowledge  and  experience  in  financial  matters  to be capable of
            evaluating the risks of transactions in penny stocks.

<PAGE>

The broker or dealer  must also  deliver,  prior to any  transaction  in a penny
stock, a disclosure  schedule  prescribed by the SEC relating to the penny stock
market, which, in highlight form:

      o     sets  forth  the  basis on  which  the  broker  or  dealer  made the
            suitability determination; and

      o     that the broker or dealer received a signed,  written agreement from
            the investor prior to the transaction.

         Generally,  brokers  may be less  willing  to execute  transactions  in
securities  subject to the "penny stock" rules.  This may make it more difficult
for  investors  to dispose of our common stock and cause a decline in the market
value of our stock.

         Disclosure  also must be made  about the  risks of  investing  in penny
stocks  in  both  public  offerings  and in  secondary  trading  and  about  the
commissions payable to both the broker-dealer and the registered representative,
current  quotations for the securities and the rights and remedies  available to
an  investor  in cases of fraud in penny stock  transactions.  Finally,  monthly
statements  have to be sent  disclosing  recent price  information for the penny
stock held in the account and information on the limited market in penny stocks.