U.S.SECURITIES
      AND EXCHANGE COMMISSION


Washington,D.C.20549




FORM
      10-KSB




xANNUAL
      REPORT UNDER
      SECTION 13 OR 15(d)


OF
      THE SECURITIES EXCHANGE ACT OF
      1934


For
      the fiscal year ended December 31,
      2005





 ̈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
                incorporation or organization)
            
            (I.R.S.
                Employer Identification
                No.)







2150
      W. 6thAvenue, Unit H, Broomfield,
      CO 80020


(Address
      of principal executive
      offices)




(303)
      544-1111


(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: ̈No:x










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-KSBx




State
      issuer's revenues for its most
      recent fiscal year: $2,323,090




State
      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
      $2,165,521as
      of January 2 ,
      2008.




As
      of January 2, 2008,
      approximately 147,368,381 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 ̈Nox


2


INDEX




PART
                IItem
                1.
            
            Description
                of
                Business
            4Item
                2.
            
            Description
                of
                Properties
            12Item
                3.
            
            Legal
                Proceedings
            12Item
                4.
            
            Submission
                of
                Matters to a Vote of Security Holders
            12PART
                IIItem
                5.
            
            Market
                for Common
                Equity and Related Stockholder Matters
            12Item
                6.
            
            Management's
                Discussion and Analysis of Financial Condition and Plan of
                Operations
            16Item
                7.
            
            Financial
                Statements
            29Item
                8.
            
            Changes
                in and
                Disagreements with Accountants on Accounting and Financial
                Disclosure
            54Item
                8A.
            
            Controls
                and
                Procedures
            54Item
                8B.
            
            Other
                Information
            56PART
                IIIItem
                9.
            
            Directors,
                Executive
                Officers, Promoters and Control Persons; Compliance with Section
                16(a) of
                the Exchange Act
            56Item
                10.
            
            Executive
                Compensation
            58Item
                11.
            
            Security
                Ownership
                of Certain Beneficial Owners Management
            60Item
                12.
            
            Certain
                Relationships and Related Transactions
            63Item
                13.
            
            Exhibits
            65Item
                14.
            
            Principal
                Accountant Fees and Services
            65Signatures


3
 Index


PART
      I




ITEM
      1. DESCRIPTION OF
      BUSINESS




ORGANIZATIONAL
      HISTORY/RECENT MANAGEMENT
      DEVELOPMENTS




This
      Form 10-KSB for the year ended
      December 31, 2005 is being filed on or about January 30, 2008.  We
      expect that we will file all of our delinquent quarterly and annual reports
      through and including the Form 10-KSB for the year ended December 31, 2007
      in
      the next 180 days, but no assurance can be given with respect to these
      matters.




On
      December 27th, 2005, our stock was
      removed from listing from the OTC Bulletin Board as a result of our failure
      to
      timely file our Form 10-QSB for the quarter ended September 30,
      2005.  Since such date, our stock has traded only on the “Pink
      Sheets”.




In
      2004, we completed a reorganization
      (the “2004 Reorganization”), and as a result of the Reorganization, we have
      focused our business on the business of providing wired and wireless network
      solutions to hotels, convention centers, corporate apartments and special events
      locations.




On
      August
      10, 2005, we entered into an Agreement and Plan of Merger with SuiteSpeed,
      Inc.
      pursuant to which we merged with SuiteSpeed and we issued a total of 21,426,046
      shares of our Common Stock to the former stockholders of SuiteSpeed and a total
      of 6,183,870 additional shares of our Common Stock to cancel certain
      indebtedness of SuiteSpeed to its principal stockholder, Michael
      Wasik.




On
      September 20, 2005, Mr. Wasik was appointed to our Board of
      Directors.




On
      November 2, 2005, Mr. Wasik was appointed as our new Chief Executive
      Officer.  We also announced the departures of Mr. Aaron Dobrinsky as
      Chief Executive Officer and Mr. Frank Elenio as Chief Financial Officer and
      as a
      Board member.





On
      November 2, 2005, we announced the relocation of our executive headquarters
      to
      Broomfield, Colorado, located within the Denver Metropolitan area.





Effective
      as of November 17, 2006 Mr. Dobrinsky resigned from our Board of
      Directors.





On
      February 8, 2007, Mr. Woody McGee was appointed as a member of our Board of
      Directors; effective as of October 12, 2007, Mr. McGee resigned from our Board
      of Directors.


4
 Index


GENERAL




Since
      the 2004 Reorganization, we have
      focused our business on the business of 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 January 2, 2008, our current customer base consisted
      of
      approximately 163 hotels and 28,865 guest and meeting 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.




As
      of September 12, 2007 we
      announced that we are entering into the In-Room Media and Entertainment
      market.  The new RoomLinX product will provide premium applications
      for internet-based business and entertainment media to venues serving the
      visitor market such as Hotels, Resorts, and Time Share properties.





The
      RoomLinX internet based media and entertainment offering will include a broad
      range of content and features to satisfy guests while maximizing revenue
      opportunities for the hotelier.  The solution includes movies, gaming,
      international and US television programming, music and news; local travel and
      concierge information; and business productivity tools that include desktop
      applications, conferencing and printing applications.





We
      believe we will generate revenue through:


1.
            Ongoing
                Connectivity Service and Support Contracts


2.
            Delivery
                of Content and Advertising


3.
            Delivery
                of Business and Entertainment applications




RECENT
      FINANCIAL
      DEVELOPMENTS




On
      June
      11, 2007 and June 13, 2007, we closed a financing with certain investors,
      pursuant to which we sold an aggregate of $2,350,000 amount of Convertible
      Debentures due May 2012.  The Convertible Debentures are
      initially convertible into Series B Preferred Stock, which Series B Preferred
      Stock will not be convertible into Common Stock until such time as the Company
      has sufficient number of shares of Common Stock authorized to permit the
      conversion of the Convertible Debentures into Common Stock, at which time the
      Convertible Debentures will automatically be convertible into Common Stock
      and
      not Series B Preferred Stock.  The ultimate conversion price into shares of
      Common Stock of the Convertible Debentures is $0.02 per share, subject to
      certain restrictions contained in the Convertible Debentures.  The
      interest on the convertible debentures is six (6%) percent payable quarterly
      either in cash or, at the Company’s election, in shares of the Company’s Series
      B Preferred Stock prior to the Triggering Event or shares of the Company’s
      Common Stock thereafter at Two and One-Half Cents ($.025) per share of Common
      Stock or a 10% discounted stock price from the average market price for the
      20
      business days preceding the interest payment date, whichever is
      greater.  Each investor was also given the option to purchase
      additional convertible debentures; however, such options have
      expired.


5
 Index


As
      of
      June 11, 2007, we also reached agreement with certain of our debt holders
      whereby we repaid and canceled all prior existing indebtedness (other than
      bank
      debt) at a fifty percent (50%) discount to the outstanding principal amount
      of
      such indebtedness.  The total outstanding principal amount of such
      indebtedness immediately prior to such repayment and cancellation was
      approximately $1.4 million





OUR
      SERVICES




Currently
      we offer the following services to our customers:




o
      site-specific determination of needs and requirements;




o
      design and installation of the
      wireless or wired network;




o
      the development and installation of a
      media and entertainment system;




o
      full maintenance and support of the
      network and media and entertainment system;




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 and system monitoring to ensure high quality of
      service.




The
      main service we currently offer is
      the installation and servicing of wired and wireless networks and the
      development and installation of our media and entertainment system for
      hotels.




Our
      strategy is to focus our resources
      on delivering, a wide range of communications and information services to the
      hospitality 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.


6
 Index


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 we will
      increase sales by offering our new in-room Media and Entertainment solution
      to
      our current wired and wireless internet customer
      base.   RoomLinX’ goal is to be the sole source solution for
      in-room technology redefining how the hotel guests access traditional
      free-to-guest television, contemporary web content, premium, pre-release, and
      high-definition material, along with business tools and information specific
      to
      the property and their stay. Our plan is to deliver this via our user-friendly,
      streamlined interface displayed on a sleek flat-panel HD LCD television and
      powered by our RoomLinX media console.  It is our goal to truly
      converge the television and personal computer into one offing in hotel
      rooms.




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 launch our new Media
      and Entertainment system and grow the number of rooms in our installed
      base;




o
      We are
      seeking to make our new Media and Entertainment product our core competency
      and
      focus on quality service and highly profitable opportunities;


7
 Index


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 time share,
      extended stay units, and resort properties;




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




o
      voice over the Internet (VoIP)
      availability;




o
      Ip-based television
      programming;




o
      Ip-based advertising through the LCD
      television and laptop;




o
      Ip-based E-Commerce through the LCD
      television;




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.




Our
      longer term strategies include the
      following:




o
      We hope to be able to offer our Media
      and Entertainment solution to consumers;




o
      We hope to capture those consumers as
      they use our product in the hotel rooms; and




o
      We have begun to consider expansion
      into theCaribbeanand
      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.


8
 Index


SALES
      AND MARKETING




SALES




As
      of
      January 2, 2008, our direct sales force consisted of 3 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 marketplace. 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.




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




o
      Hospitality Technical Consultants -
      This group sells technical consulting services to Hotel ownership and management
      groups.  For the most part, they have strong relationships with the
      aforementioned groups to provide technical consulting
      expertise.




o
      Independent Communication Sales
      Representatives, and Representative Organizations – this group sells
      communication products into the hotel industry.  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 grass roots marketing by joining
      industry specific affiliations such as HTNG (Hotel Technology Next Generation)
      and AHLA (American Hotel and Lodging Association) direct mail, Internet direct
      response, print ads in periodicals aimed at hospitality industry, and tradeshow
      sponsorship and support .


9
 Index


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.




For
      our High Speed wired and
      wireless offering 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.




For
      our Media and Entertainment System
      offering we control the development of the product in-house allowing us to
      have
      ultimate control of response time and customer requests for product
      customization and version updates.   We outsource the
      installation and support functions except for the project management and
      pro-active monitoring of our technical components in the
      field.




COMPETITION




Wired
      and Wireless High Speed Internet
      Offering




The
      market for our services has leveled
      off. 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 I-Bahn, Guest-Tek, Wayport, 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.


10
 Index


Media
      and Entertainment Offering




The
      market for our services is in its
      infancy.  Due to technological advances we believe many of the larger
      companies will not be able to react fast in duplicating our
      offering.  Current competition consists of players offering portions
      of our offering, such as video on demand and internet access;  these
      competitors include:




o
      LodgeNet, SuiteLinq, KoolKonnect,
      NXTV, Activision, and TotalVision,




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 January 2, 2008 we had a total of
      16 full-time personnel, including 8 employees. We also have 4 Canadian and
      4UScontractors
      with individual contractor
      agreements. None of our employees are covered by a collective bargaining
      agreement. We believe that our relations with our employees are very
      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.




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.


11
 Index


ITEM
      2. DESCRIPTION OF PROPERTY




We
      own no real property. Our principal
      offices are located at2150
      West 6thAvenue,
      Unit H,Broomfield,CO80020.
      Additionally, we rent offices located
      inVancouver,British
      Columbia,Canadaconsisting
      of approximately 560 square
      feet that we lease until May 2009.




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 from July
      1,
      2005 through December 31, 2007.




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
            
            
            HIGHRMLX.PK
            January
                1 - March 31,
                2003
            
            $
            0.05
            
            
            $
            0.30April
                1 - June 30,
                2003
            
            $
            0.05
            
            
            $
            0.20July
                1 - September 30,
                2003
            
            $
            0.08
            
            
            $
            0.20October
                1 - December 31,
                2003
            
            $
            0.12
            
            
            $
            0.40January
                1 - March 31,
                2004
            
            $
            0.20
            
            
            $
            0.59April
                1 - June 30,
                2004
            
            $
            0.16
            
            
            $
            0.32July
                1 - September 30,
                2004
            
            $
            0.14
            
            
            $
            0.25October
                1 - December 31,
                2004
            
            $
            0.10
            
            
            $
            0.21January
                1 - March 31,
                2005
            
            $
            0.04
            
            
            $
            0.20April
                1 – June 30,
                2005
            
            $
            0.03
            
            
            $
            0.10July
                1 - September 30,
                2005
            
            $
            0.02
            
            
            $
            0.07October
                1 - December 31,
                2005
            
            $
            0.01
            
            
            $
            0.02January
                1 - March 31,
                2006
            
            $
            0.01
            
            
            $
            0.03April
                1 - June 30,
                2006
            
            $
            0.02
            
            
            $
            0.05July
                1 - September 30,
                2006
            
            $
            0.01
            
            
            $
            0.03October
                1 - December 31,
                2006
            
            $
            0.01
            
            
            $
            0.04January
                1 - March 31,
                2007
            
            $
            0.02
            
            
            $
            0.05April
                1 – June 30,
                2007
            
            $
            0.02
            
            
            $
            0.04July
                1 – September 30, 2007
            
            $
            0.01
            
            
            $
            0.04October
                1 – December 31, 2007
            
            $
            0.01
            
            
            $
            0.03


12
 Index




RMLXP
            January
                1 - March 31,
                2003
            
            $
            0.05
            
            
            $
            0.05April
                1 - June 30,
                2003
            
            $
            0.04
            
            
            $
            0.04July
                1 - September 30,
                2003
            
            $
            0.04
            
            
            $
            0.20October
                1 - December 31,
                2003
            
            $
            0.06
            
            
            $
            0.15January
                1 - March 31,
                2004
            
            $
            0.10
            
            
            $
            0.15April
                1 - June 30,
                2004
            
            $
            0.12
            
            
            $
            0.15July
                1 - September 30,
                2004
            
            $
            0.15
            
            
            $
            0.15October
                1 - December 31,
                2004
            
            $
            0.12
            
            
            $
            0.15January
                1 - March 31,
                2005
            
            $
            0.06
            
            
            $
            0.08April
                1 – June 30,
                2005
            
            $
            0.06
            
            
            $
            0.07July
                1 - September 30,
                2005
            
            $
            0.07
            
            
            $
            0.07October
                1 - December 31,
                2005
            
            $
            0.07
            
            
            $
            0.07January
                1 - March 31,
                2006
            
            $
            0.01
            
            
            $
            0.07April
                1 - June 30,
                2006
            
            $
            0.01
            
            
            $
            0.05July
                1 - September 30,
                2006
            
            $
            0.02
            
            
            $
            0.05October
                1 - December 31,
                2006
            
            $
            0.02
            
            
            $
            0.15January
                1 - March 31,
                2007
            
            $
            0.07
            
            
            $
            0.07April
                1 – June 30,
                2007
            
            $
            0.02
            
            
            $
            0.07July
                1 – September 30, 2007
            
            $
            0.03
            
            
            $
            0.05October
                1 – December 31, 2007
            
            $
            0.08
            
            
            $
            0.08


The
      closing bid for our Common Stock on
      the OTB-Bulletin Board on January 2, 2008 was $0.02. As of January 2, 2008,
      approximately147,368,381 shares of Common Stock
      were issued and
      outstanding which were held of record by 282 persons. As of January
      2,2008,
      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, 2005 accrued but unpaid preferred stock dividends
      aggregated $94,440. 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.


13
 Index


RECENT
      SALES OF UNREGISTERED SECURITIES





On
      August
      10, 2005, we granted, under our Long-Term Incentive Plan, options to purchase
      1,000,000 shares of Common Stock at an exercise price of $0.026 per share,
      to
      Michael S. Wasik, which vested immediately.




On
      November 20, 2006, we issued to (i) to each of Peter Bordes and Herbert Hunt,
      3,000,000 shares of our Common Stock having an aggregate value of $60,000 on
      such date as payment in full of their respective Board compensation owed to
      them
      for the three-year period 2004 – 2006 and (ii) to Mr. Dobrinsky, 1,000,000
      shares of our Common Stock as payment in full of his respective Board
      compensation owed to him for 2006.




On
      November 20, 2006, we granted under our Long-Term Incentive Plan, an aggregate
      of 11,400,000 Incentive Stock Options (“ISOs”) and an aggregate of 3,700,000
      Non-Qualified Stock Options (“NQOs”).  10,000,000 of the ISOs were
      granted to Michael S. Wasik, the President, Chief Executive Officer and Chief
      Financial Officer of the Registrant, of which (i) 6,000,000 vested immediately
      and (ii) 4,000,000 vest over three years with one-third vesting on the first
      anniversary of Mr. Wasik’s employment with the Registrant and an additional
      one-third vesting on each of the following two anniversaries
      thereof.  1,000,000 of the NQOs were granted to each of Peter Bordes
      and Herbert Hunt with respect to their service as members of the Board of
      Directors of the Registrant during 2005 and 2006 and vested
      immediately.  500,000 of the NQOs were granted to Aaron Dobrinsky with
      respect to his service as a member of the Board of Directors of the Registrant
      during 2006 and vested immediately.  All of these options were issued
      at an exercise price of $0.02 per share, representing the closing price of
      our
      common stock on such date.




On
      December 28, 2006 we issued 3 bridge notes in the principal amounts of $50,000
      each to Jill Solomon, Don Winton and Thunderbay Enterprises, and 3 warrants
      to
      purchase 1.3 million shares of common stock to each lender with an exercise
      price of $0.03 per share.  On June 10th, 2007 two of the three bridge
      notes were paid back in full and one of them converted into the convertible
      debentures dated June 11th,
      2007.




On
      May 4,
      2007, the Registrant’s Board of Directors authorized and approved the following
      compensation package for each of Peter Bordes and Herbert Hunt for his service
      as an independent director of the Registrant for 2007: (i) the payment of the
      sum of $20,000 on December 31, 2007 so long he is serving as an independent
      director of the Registrant on such date, and (ii) the grant of Non-Qualified
      Stock Options under the Registrant’s Long Term Incentive Plan for the purchase
      of up to 500,000 shares of the Registrant’s Common Stock at an exercise price
      equal to the May 4, 2007 closing trading price of the Registrant’s Common Stock,
      namely $.025 per share, vesting in full on December 31, 2007 so long he is
      serving as an independent director of the Registrant on such
      date.  Such compensation was also offered to Mr. Woody McGee; however,
      Mr. McGee resigned from the Board of Directors prior to December 31,
      2007.


14
 Index


On
      June
      11, 2007 and June 13, 2007, we entered into a Securities Purchase Agreement
      with
      certain investors, pursuant to which we sold an aggregate of $2,350,000 of
      Convertible Debentures due May 2012 and pursuant to which the investors
      were given the option to purchase additional convertible debentures as of
      December 13, 2007, all of such options expired unexercised.  The
      Convertible Debentures are initially convertible into Series B Preferred Stock,
      which Series B Preferred Stock will not be convertible into Common Stock until
      such time as the Company has sufficient number of shares of Common Stock
      authorized to permit the conversion of the Convertible Debentures into Common
      Stock, at which time the Convertible Debentures will automatically be
      convertible into Common Stock and not Series B Preferred Stock.  The
      ultimate conversion price into shares of Common Stock of the Convertible
      Debentures is $0.02 per share, subject to certain restrictions contained in
      the
      Convertible Debentures.  The interest on the convertible debentures is
      six (6%) percent payable quarterly either in cash or, at the Company’s election,
      in shares of the Company’s Series B Preferred Stock prior to the Triggering
      Event or shares of the Company’s Common Stock thereafter at Two and One-Half
      Cents ($.025) per share of Common Stock or a 10% discounted stock price from
      the
      average market price for the 20 business days preceding the interest payment
      date, whichever is greater.  Such Convertible Debentures were sold to
      the following persons or entities in the following principal
      amounts:





Lewis
                Opportunity Fund L.P.
            
            $
            1,219,800LAM
                Opportunity Fund Ltd.
            
            
            280,200Heller
                Capital Investments, LLC
            
            
            500,000Andrew
                J. Kunar
            
            
            50,000MIN
                Capital Corp. Retirement Trust
            
            
            50,000Carmine
                and Barbara Santandrea
            
            
            75,000Warren
                M. Duffy
            
            
            75,000Martin
                Leibowitz
            
            
            50,000Jill
                Solomon
            
            
            50,000





On
      June
      20, 2007, we issued warrants to four individuals for Investor Relations and
      Business Development services rendered, which are exercisable initially for
      shares of Series B Preferred Stock and are ultimately exercisable for the number
      of shares of Common Stock and for the exercise prices per share of Common Stock
      set forth below once we have sufficient shares of Common Stock available for
      issuance upon exercise. The warrants vest immediately and have a five year
      term.





Alan
                Sheinwald:
            
            1,962,500
                shares with an exercise price of $0.02Richard
                Berkley:
            
            500,000
                shares with an exercise price of $0.02Michael
                Heckler:
            
            500,000
                shares with an exercise price of $0.02Jill
                Solomon:
            
            7,000,000
                shares with an exercise price of
                $0.03


15
 Index




On August 6, 2007,
      we
      issued shares of our common stock, as compensation for Investor Relations,
      Legal, and Business Development services rendered to, or the settlement of
      obligations owed by, the Company:





Alliance
                Advisors
            -
            2,000,000
                sharesWesterman
                Ball Ederer Miller & Sharfstein, LLP
            -
            2,000,000
                sharesBaja
                Advisors LLC
            -
            3,500,000
                shares




On
      November 5, 2007, the Registrant’s Board of Directors approved the grant, under
      the Registrant’s Long-Term Incentive Plan, of an aggregate of 1,450,000
      Incentive Stock Options and an aggregate of 800,000 Non-Qualified Stock
      Options.  Such options were issued at an exercise price of $0.015 per
      share and vest one-third (1/3) on each of the first three anniversaries of
      the
      Employment date, as follows:




Name
            No.
                of
                OptionsBridget
                Oliva-Werba
            800,000TylerDenning
            100,000Carey
                Schroeder
            250,000Rene
                Harrison
            100,000Sharon
                Fasano
            100,000Micah
                Bison
            100,000Matt
                Harris
            500,000Colin
                Tang
            100,000Paul
                Cousineau
            100,000Terrence
                Smith
            100,000





Each
      of the foregoing issuances was a
      private issuance and except from registration under Section 4(2) of the
      Securities Act.




ITEM
      6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF
      OPERATIONS




GENERAL




RoomLinX,
      Inc., aNevadacorporation
      ("We," "Us" or the
      "Company"), provides 2 core products and services:




1.
      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.


16
 Index


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.




2.
      In-room Media and Entertainment
      Solutions for Hotels, resorts, and Time-share properties.  The Company
      develops software and integrates hardware to facilitate the distribution of
      entertainment, business applications, national and local advertising, and
      content.  The content consists of consisting of adult  and
      Hollywood movies, music, internet based television programming, digital global
      newspapers, global radio and television stations,  business
      applications (allowing the guest to use Microsoft Office programs), and Hotel
      specific services and advice.




The
      Company provides proprietary
      software an LCD television, a media console (consisting of a full powered pc,
      television tuner, digital video recorder, DVD player, CD/DVD burner, and
      numerous input jacks for the hotel guest), a wireless keyboard with built-in
      mouse, and a remote control.




The
      Company installs and supports these
      components.




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
      charging the hotels a monthly fee for the usage of our software and proprietary
      media and entertainment system.  . We derive additional revenue from
      the rental of movies, printing service, advertising and sale
      of  products through our system.  We began marketing this
      product in September of 2007.   Since June of 2007, we have
      invested significant capital to develop our software, integrate our hardware,
      and develop significant product and content partnerships.




We
      have
      incurred operating losses since our inception.   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.  We recently completed development of our Media and
      Entertainment solution and have commenced marketing it.  There is no
      assurance that we will be successful in our efforts.  We are not able
      to predict with any certainty when, if ever, we will attain profitable
      operations.




We
      effected the 2004 Reorganization on June 28, 2004, when the Company completed
      its merger with Arc Communications Inc. ("ARC").   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. 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.


17
 Index


On
      August
      10, 2005, the Company completed its acquisition of SuiteSpeed, Inc.
      (“SuiteSpeed.





SuiteSpeed,
      a privately-held company based in Colorado, provides high speed wireless
      internet access solutions to hotels.  SuiteSpeed’s activities are
      complimentary to those of the Company and the acquisition of SuiteSpeed will
      enhance the breadth and width of the Company’s activities.





The
      acquisition of SuiteSpeed was accounted for as a business combination in
      accordance with SFAS No. 141 and SuiteSpeed’s operating results are included in
      the Company’s consolidated results of operations since the date of
      acquisition.




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 theUnited 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 collectability 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 purchased
      by us for installation at our customers’ facilities, but has not been 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, including goodwill, 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. Since
      inception, we have accumulated substantial net operating loss carryforwards
      for
      tax purposes.  There are statutory limitations on our ability to
      realize any future benefit from these potential tax assets and we are uncertain
      as to whether we will ever utilize the tax loss
      carryforwards.  Accordingly, we have recorded a valuation allowance to
      offset the deferred tax asset.  Effective January 1, 2006, we will
      implement SFAS No. 123(R), “Accounting for Stock-Based Compensation,” which
      requires us to provide compensation costs for our stock option plans determined
      in accordance with the fair value based method prescribed in SFAS No.
      123(R).  We estimate the fair value of each stock option at the grant
      date by using the Black-Scholes option-pricing model and provide for expense
      recognition over the service period, if any, of the stock option.  We
      are currently evaluating the impact that this change will have on our financial
      statements.  Prior to January 1, 2006, we applied APB Opinion 25,
“Accounting for Stock Issued to Employees,” and related interpretations in
      accounting for all stock option plans.  Under APB Opinion 25, no
      compensation cost was recognized for stock options issued to employees as the
      exercise price of the stock options we granted equaled or exceeded the market
      price of the underlying common stock on the date of grant.


18
 Index


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
      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.


19
 Index


RESULTS
      OF
      OPERATIONS




YEAR
      ENDED DECEMBER 31, 2005 COMPARED TO
      YEAR ENDED DECEMBER 31, 2004




For
      the year ended December 31, 2005, we
      reported a net loss of $(4,231,806), or $(0.04) per share, compared to a net
      loss of $(12,175,600), or $(0.15) per share for 2004.  Our operating
      loss for 2005 was $(1,573,738), an improvement in operating results of $499,217
      compared to the operating loss of $(2,072,955) that we reported for
      2004.  As discussed below, we significantly reduced sales and
      marketing expenses during 2005, and that reduction was a primary factor in
      the
      improved results.




System
      sales
      and installation revenue.System sales and installation
      revenue
      increased 5% to $1,314,835 during the year ended December 31, 2005 from
      $1,252,953 during the year ended December 31, 2004.  We installed 28
      new customers during the year ended December 31, 2005, compared to 29 new
      installations during 2004.  This component of our revenue stream is
      dependent upon the acquisition of new customers, which can vary from year to
      year.  During the year ended December 31, 2005, the average revenue
      per installation was approximately $47,000 as compared to $43,000 during the
      prior year. Due to the nature of our business, revenue fluctuations may also
      occur from time to time based on the size of the new installations during the
      period.




Service,
      maintenance and usage revenue.Service, maintenance
      and usage revenue
      increased 33% to $1,008,255 for the year ended December 31, 2005 from $755,968
      for the year ended December 31, 2004. The increase was due to an increase in
      the
      number of customers we service on a recurring basis to a total of 193
      (representing 28,454 rooms) compared to 77 customers (representing 19,266 rooms)
      as of December 31, 2004.  The increase resulted from the new installs
      of 28 customers and the acquisition of 90 Suite Speed customers, offset by
      the
      conclusion of two contracts.  Average monthly revenue per room during
      2005 was $3.52, compared to $4.27 during 2004.  We face continued
      pricing pressure from competitors as this component of our business
      matures.




Backlog.
      As of December 31, 2005, we had two
      customer installations in progress, both of which were completed during the
      first quarter of 2006.  As of December 31, 2005, there were 63 service
      contracts scheduled to conclude during 2006.  Approximately two-thirds
      of the customers continued their service with us and approximately one-third
      of
      the customers cancelled their contractual arrangement with
      us.




Cost
      of system sales and
      installation. Cost of system sales and installation increased 9% to
      $1,161,401 for the year ended December 31, 2005 from $1,069,156 for the year
      ended December 31, 2004. The increase was directly attributable to the increased
      corresponding revenue during the year. The average cost of an installation
      increased 12% from $36,867 in 2004 to $41,479 in 2005.  Our margin on
      installations decreased to 12% in 2005 from 15% in 2004.


20
 Index


Cost
      of
      service, maintenance and usage. Cost of service, maintenance
      and usage
      increased 49% to $621,179 for the year ended December 31, 2005 from $415,811
      for
      the year ended December 31, 2004.  The increase is mainly attributable
      to the increased number of customers.  In addition, we experienced
      increased usage of our system and a higher volume of calls to our 24x7 support
      center.  Our gross margin per room decreased to 38% in 2005 from 45%
      in 2004, as a result of the decrease in average revenue discussed
      above.




Sales
      and
      marketing.Sales and
      marketing expense decreased by $552,190 to $463,448 during the year ended
      December 31, 2005 from $1,015,638 for the year ended December 31,
      2004.  During 2004, we significantly increased our sales and marketing
      budget.  The increased expenditures did not yield the desired increase
      in new business and, during 2005, we implemented significant cost-cutting
      measures.  Such measures included staff reductions resulting
      in  decreased personnel and personnel related costs of
      $311,000;  the elimination of certain advertising programs and the
      reduction of others, resulting in decreased advertising costs of $154,000;
      and a
      reduction in travel expenses attributed to reduced staff levels that decreased
      travel related costs by $87,000. We continued to implement cost control measures
      during 2006.




General
      and
      administrative.General and
      administrative expense increased by $3,209 to $1,496,142 for the year ended
      December 31, 2005 from $1,492,933 for the year ended December 31, 2004. While
      we
      were able to reduce certain expenses during 2005, other expenses increased
      relative to 2004. Personnel related costs decreased by $276,000 as a result
      of
      staff reductions and the elimination of officer bonuses.  Office
      related costs such as rent, telephone, insurance and supplies were reduced
      by
      $30,000 as we began to consolidate our various offices.  These savings
      were somewhat offset by additional professional fees, SEC fees, and investor
      relations fees resulting from our various financings, the merger with
      SuiteSpeed, and filings with regulatory agencies.




Depreciation
      of property and
      equipment. Depreciation of property and equipment increased to $154,658
      for the year ended December 31, 2005 as compared to $88,338 for the year ended
      December 31, 2004.  Depreciation expense is computed each year based
      upon our estimate of the remaining useful lives of the assets.  Our
      estimates of useful lives are periodically reviewed to coincide with the shorter
      of actual life of the asset or the life of the customer contract under which
      the
      asset is utilized.  We anticipate that future depreciation expense
      will decrease as we have changed our business model regarding the ownership
      of
      assets located at our customers’ facilities.  We previously would
      retain ownership of the asset until the end of the contract and would depreciate
      the asset over the life of the contract.  Our new business model
      transfers ownership of the assets to the customer at the time of the
      installation and we will not record depreciation on those assets.  We
      do not expect major capital expenditures during 2006.


21
 Index


Other
      expense.  In both periods, we reported significant items of
      other expense.  In 2004, the business combination with ARC resulted in
      reorganization costs of $10,026,707, representing the value of stock, options,
      and warrants issued to effect the recapitalization.  In 2005, we
      incurred significant other expenses related to our various financings and the
      impairment of goodwill, as discussed below.




Interest
      expense. Interest expense
      increased $280,319 to $323,973 for the year ended December 31, 2005 as compared
      to $43,654 for the year ended December 31, 2004. The increase is attributable
      to
      the increase in the principal balance of outstanding debt and the increase
      in
      interest rates and penalties associated with our inability to retire the debt
      as
      it matured.  The additional debt outstanding during 2005 compared to
      2004 included the convertible debentures issued on March 3, 2005 in the
      aggregate principal amount of $1,100,000, the assumption of bank debt in the
      SuiteSpeed merger in the principal amount of $300,000, additional loans from
      shareholders in the principal amount of $70,000 (which, combined with loans
      of
      $250,000 received in 2004, increased the total proceeds to $320,000) and an
      unsecured note payable in the principal amount of $75,000.  In
      addition, we incurred interest and penalty amounts on certain capital lease
      obligations.




Amortization
      of Debt Discount.
      Amortization of debt discount increased $1,148,666 to $1,159,083 for the year
      ended December 31, 2005 as compared to $10,417 for the year ended December
      31,
      2004.  From November 2004 through January 2005, the Company received
      proceeds of $320,000 in exchange for 10% promissory notes maturing six months
      from the date of issuance.  The borrowing arrangement included
      warrants to purchase 1,600,000 shares of common stock at $0.10 per
      share.  Using the Black-Scholes derivative pricing model, the Company
      determined that the warrants had a fair value of $69,500, which was recorded
      as
      a debt discount and additional paid in capital.  The debt discount was
      amortized as interest expense over the six month life of the promissory notes,
      which includes $59,083 amortized in 2005 and $10,417 amortized in
      2004.On March 3, 2005, the Company issued convertible
      debentures in the aggregate principal amount of $1,100,000.  As
      additional consideration for the lenders, the Company issued warrants to
      purchase 9,533,333 shares of common stock at a price of $0.075 per
      share.  The warrants expire five years from the date of issue.The Company also agreed
      to
      issue similar warrants to purchase 1,430,000 shares of common stock to Casimir
      Capital LLP, the placement agent.  The convertible debentures contain
      a beneficial conversion feature with an intrinsic value of $767,442, which
      was
      recorded as debt discount and a contribution to capital.  The value of
      the warrants was calculated using the Black Scholes derivative pricing model
      and
      a value of $332,558 was allocated to the warrants.  The warrant value
      was recorded as a debt discount and a contribution to capital.  The
      entire debt discount of $1,100,000 was amortized over the term of the
      convertible debentures and is included as a component of other expense during
      2005.





Financing
      expenses.  We
      incurred additional financing costs on the convertible debentures issued
      on March 3, 2005.  We agreed to pay Casimir Capital LLP a
      placement agent fee of $99,000 and reimburse legal and administrative expenses
      of $15,000.  These financing costs were recorded as a component of
      other expense during 2005


22
 Index


Impairment
      of
      Goodwill.  We recorded $1,074,913 of goodwill in the
      acquisition of SuiteSpeed.  Subsequent to the acquisition, we
      encountered significant operational and financial
      difficulties.  Furthermore, we were unable to obtain the additional
      financing that we anticipated subsequent to the acquisition.  These
      factors lead us to conclude that the goodwill acquired in the SuiteSpeed
      transaction was substantially impaired.  Effective December 31, 2005
      we recorded an impairment of the entire goodwill balance.




Foreign
      exchange gain (loss).A
      portion of the Company’s business is denominated in Canadian currency and the
      Company regularly converts Canadian denominated transactions into US
      dollars.  Foreign exchange gain (loss)  for the year ended
      December 31, 2005 was a gain of $13,901 as compared to a loss of $21,867 for
      the
      year ended December 31, 2004. The amount of gain (loss) will vary based upon
      the
      volume of foreign currency denominated transactions and fluctuations in the
      value of the Canadian dollar vis-a-vis the US dollar.  As the Company
      moved its corporate headquarters fromCanadato
      theUnited Statesduring
      2004, and continues to decrease
      the volume of transactions denominated in Canadian dollars, it is not expected
      that the foreign exchange gains (losses) will have a significant impact on
      the
      Company.




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 during the year ended December 31, 2003, 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, 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.


23
 Index


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.




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.


24
 Index


LIQUIDITY
      AND CAPITAL RESOURCES





Since
      our inception, we financed our
      operations primarily through private placements of equity securities,
      convertible debentures and stockholder loans, which provided aggregate net
      proceeds of approximately $7,740,000 through December 31, 2005. In addition,
      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.  As of
      December 31, 2005, and continuing throughout 2006, we were generally unable
      to
      pay our financial obligations as they matured and we were in default of the
      provisions of certain indebtedness.




We
      have incurred significant operating
      losses since our inception and as of December 31, 2005 had a working capital
      deficiency and stockholder’s deficit of $(3,243,231) and $(3,187,546),
      respectively. During the year ended December 31, 2005, we incurred a net loss
      of
      $(4,231,806) and used $873,018 of cash to fund operating
      activities.  These conditions raise substantial doubt about our
      ability to continue as a going concern.




As
      of December 31, 2005 we had $180,756
      in cash and cash equivalents, which amount is not sufficient to fund operating
      activities during 2006.  We expect to be dependent upon other
      financing sources for the foreseeable future.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. We have implemented cost reduction measures in
      the
      areas of general and administrative and sales expense, which includes reduction
      in staff.


25
 Index


During
      the fourth quarter of 2004, we borrowed $250,000 ($120,000 from certain officers
      and stockholders) in exchange for 10% promissory notes maturing six months
      from
      the date of issuance.  During the first quarter of 2005, we borrowed
      an additional $70,000 ($30,000 from a stockholder) under the same terms and
      conditions.  As additional consideration for the lenders, we issued
      warrants to purchase 1,600,000 shares of our common stock at $0.10 per share.
      During 2005, the Company repaid $40,000 of the notes and the outstanding balance
      at December 31, 2005 was $280,000.  The Company was not able to retire
      the promissory notes as scheduled and was in default of the repayment
      terms.  During 2007 the Company negotiated a settlement with the
      lenders.





On
      March
      3, 2005, the Company completed a privately placed bridge financing of
      convertible debentures (“Debentures”) and warrants.  The Debentures
      were issued in the aggregate principal amount of $1,100,000 to 17 investors;
      bear interest at 11% per annum; and are due on the earlier of September 2,
      2005,
      or the date that the Company completes a subsequent financing with gross cash
      proceeds of at least $1,000,000.  Net cash proceeds from the
      Debentures was $986,000, after deducting fees and expenses paid to Casimir
      Capital LLP, the placement agent.  As additional consideration for the
      investors, the Company issued warrants to purchase 9,533,333 shares of common
      stock at a price of $0.075 per share.  As additional consideration to
      Casimir Capital LLP, the Company issued warrants to purchase 1,430,000 shares
      of
      common stock at a price of $0.075 per share.  All of the warrants
      expire five years from the date of issue.





The
      Company was unable to retire the Debentures as scheduled on September 2, 2005
      and was in default.  During 2007 the Company negotiated a settlement
      with the debenture holders.





As
      part
      of the SuiteSpeed merger, RoomLinX assumed a $300,000 promissory note payable
      to
      the First National Bank of Colorado.  The note bears interest at the
      rate of the prime plus 1% (aggregating 8.75% as of December 31, 2005) and is
      payable in monthly principal installments of $10,000 with the entire remaining
      balance due on or before September 1, 2006.  Subsequent to December
      31, 2005, the due date of the note was extended and the note was paid in full
      on
      June 12, 2007.





During
      2005, the Company borrowed $75,000 from an individual.  The borrowing
      bears interest at 10% and is due on demand.  During 2007 the Company
      negotiated a settlement with the lender.





As
      of
      December 31, 2005, we had a working capital deficit of $(3,243,231), comprised
      of current assets of $315,677 and current liabilities of
      $3,558,908.  Our working capital deficit at December 31, 2004 was
      $(1,116,030).  Our working capital position declined during the year
      primarily because of our continuing operating losses.





Net
      cash
      used by operating activities was $873,018 for the year ended December 31, 2005
      as compared to $1,464,141 for the year ended December 31,
      2004.  During 2005, we used cash of $1,607,152 to fund our operating
      losses.  Cash used to fund our operating losses was comprised of our
      net loss of $(4,231,806) less non-cash expenses of $2,624,654.  The
      cash used to fund operating losses was partially offset by changes in operating
      assets and liabilities, primarily the collection of accounts receivable and
      increases in accounts payable and accrued expenses.


26
 Index


Net
      cash
      provided by investing activities was $10,936 for the year ended December 31,
      2005 as compared to $693,115 during the year ended December 31,
      2004.  During 2005, cash received in the merger with SuiteSpeed was
      $12,042, as compared to $711,117 cash received in the merger with
      ARC.  During 2005, we invested $1,106 in expenditures for capital
      assets, as compared to $18,002 during 2004.  We did not plan any
      significant capital expenditures for 2006.





Net
      cash
      provided by financing activities was $1,032,697 for the year ended December
      31,
      2005 as compared to $773,914 for the year ended December 31,
      2004.  During 2005, we received cash proceeds from the various
      financings previously described, in the aggregate amount of $1,131,000, and
      used
      cash of $98,303 for principal payments.  During 2004, we received cash
      proceeds of $256,114 from various financing and utilized cash of $75,000 for
      principal payments.  We also received cash of $592,800 from the sale
      of common stock during 2004.  During 2006, we expect to require
      additional cash proceeds from debt and equity financings to fund our operating
      losses.





Prior
      to
      the business combination with ARC, the Company entered into a series of capital
      lease transactions with a third party lessor in Canada.  Subsequent to
      the business combination, the Company ceased making payments to the lessor
      and
      abandoned the assets under capital leases.  The lessor has not
      demanded that the Company make additional payments and the Company believes
      that
      it has meritorious defenses against any claims by the lessor.  The
      Company has attempted to negotiate a settlement with the lessor but has been
      unable to obtain an unconditional release.





For
      accounting purposes, the Company has determined that it should continue to
      report the capital lease obligation as a liability until it either obtains
      an
      unconditional release or the statute of limitations bars collection actions
      against the Company.  Accordingly, a current liability of $315,549 has
      been included in the financial statements as a potential capital lease
      obligation.





As
      of
      December 31, 2005, our primary financial commitments consisted of $3,558,908
      recorded as current liabilities plus future obligations under operating
      leases.  Total future payments under operating leases were $130,816 at
      December 31, 2005, including $66,675 due during 2006. We continue to actively
      seek relief from our financial obligations and commitments.





As
      of
      June 11, 2007, we reached agreement with certain of our debt holders whereby
      we
      repaid and canceled all prior existing indebtedness (other than bank debt)
      at a
      fifty percent (50%) discount to the outstanding principal amount of such
      indebtedness.  The total outstanding principal amount of such
      indebtedness immediately prior to such repayment and cancellation was
      $1,455,000.  This indebtedness included the following
      transactions:


27
 Index


1.
            The
                March 3, 2005 private placement bridge financing of $1,100,000; all
                penalties and interest was waived and the Company settled for $550,000.


2.
            Officer
                and stockholder notes that were issued from November 2004 through
                January
                2005 that had an outstanding principal balance of $280,000. All
                outstanding penalties and interest were waived and the Company settled
                for
                $140,000.


3.
            During
                2005, the Company borrowed $75,000 from an individual. The borrowing
                bears
                interest at 10% and is due on demand. Subsequent to December 31,
                2005, the
                Company negotiated a settlement of this borrowing arrangement and
                repaid
                $37,500 in full satisfaction of its outstanding balance including
                all
                outstanding interest owed.





On
      June
      11, 2007 and June 13, 2007, we sold an aggregate of $2,350,000 principal amount
      of Convertible Debentures due May 2012 (the “Convertible Debentures”) to a
      number of investors in reliance on Section 4(2) of the Securities Act, and
      pursuant to a Securities Purchase Agreement with certain investors (the “June
      Purchase Agreement”).





The
      Convertible Debentures are initially convertible into Series B Preferred Stock,
      which Series B Preferred Stock will not be convertible into Common Stock until
      such time as the Company has sufficient number of shares of Common Stock
      authorized to permit the conversion of the Convertible Debentures into Common
      Stock, at which time the Convertible Debentures will automatically be
      convertible into Common Stock and not Series B Preferred Stock.  The
      ultimate conversion price into shares of Common Stock of the Convertible
      Debentures is $0.02 per share, subject to certain restrictions contained in
      the
      Convertible Debentures.





Pursuant
      to the June Purchase Agreement, each purchaser also received an option,
      exercisable for a six month period from the Closing under the Purchase
      Agreement, to purchase additional Convertible Debentures (“Additional
      Convertible Debentures”) in an amount up to 50% of the original amount of
      Convertible Debentures purchased.  All such options have expired
      unexercised.





The
      Convertible Debentures bear interest at an annual rate of six percent (6%),
      payable quarterly, either in cash or, at the Registrant’s election, shares of
      the Registrant’s capital stock.





Pursuant
      to the terms of the June Purchase Agreement, the Registrant is obligated to
      register the shares of Common Stock issued upon conversion of the Convertible
      Debentures within one year of the Closing under the June Purchase Agreement
      or
      as soon as the Registrant’s Common Stock is listed on the Over-the-Counter
      Bulletin Board, whichever is sooner.


28
 Index




ITEM
      7. FINANCIAL STA TEMEN TS







REPORT
        OF
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Shareholders
        and Board of Directors
 RoomLinX,
        Inc.
 
 We
        have
        audited the accompanying consolidated balance sheet of RoomLinX, Inc. as
        of
        December 31, 2005, and the related statements of operations, stockholders'
        (deficit), and cash flows for the year ended December 31, 2005.  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 audit.
 
 We
        conducted our audit in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit 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 audit provide a reasonable
        basis for our opinion
 
 In
        our
        opinion, the consolidated financial statements referred to above present
        fairly,
        in all material respects, the financial position of RoomLinX, Inc. as of
        December 31, 2005, and the results of its operations, and its cash flows
        for the
        year then ended, 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 2 to the
        financial statements, the Company has suffered recurring losses and has working
        capital and stockholders’ deficits.  These factors raise substantial
        doubt about the Company's ability to continue as a going
        concern.  Management's plans in regard to these matters are also
        discussed in Note 2.  The financial statements do not include any
        adjustments that might result from the outcome of this uncertainty.
  
 Denver,
        Colorado
 December
        31, 2007


29
 Index




REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Board
        of
        Directors and Stockholders
 RoomLinX,
        Inc.
 
 
 We
        have
        audited the accompanying statements of operations, stockholders' deficit
        and
        cash flows of RoomLinX, Inc. for the year 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 audit.
 
 We
        conducted our audit in accordance with auditing standards generally accepted
        in
        the United States of America.  Those standards require that we plan
        and perform the audit 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 audit provides a reasonable basis for our opinion.
 
 In
        our
        opinion, the consolidated financial statements referred to above present
        fairly,
        in all material respects, the results of their operations and cash flows
        of
        RoomLinX, Inc. for the year ended December 31, 2004.
 
  Eisner
        LLP
 Florham
        Park, New Jersey
 April
        8,
        2005
 
 With
        respect to the tenth
 paragraph
        in Note 10
 May
        9,
        2005


30
 Index


RoomLinX,
                  Inc.CONSOLIDATED
                  BALANCE
                  SHEETas
                  of December 31, 2005ASSETSCurrent
                  assets:Cash
                  and cash equivalents
              
              $
              180,756Accounts
                  receivable
              
              
              110,627Prepaid
                  and other current assets
              
              
              24,294Total
                  current assets
              
              
              315,677Property
                  and equipment, net
              
              
              41,130Other
                  assets
              
              
              14,555Total
                  assets
              
              $
              371,362LIABILITIES
                  AND
                  STOCKHOLDERS' (DEFICIT)Current
                  liabilities:Accounts
                  payable and accrued expenses
              
              $
              1,282,045Convertible
                  debentures, in default
              
              
              1,100,000Notes
                  payable
              
              
              335,000Officer
                  and stockholder notes payable, in default
              
              
              280,000Accrued
                  interest and penalties
              
              
              229,245Obligations
                  under capital lease
              
              
              315,549Deferred
                  revenue
              
              
              17,069Total
                  current liabilities
              
              
              3,558,908Stockholders'
                  (Deficit):Preferred
                  stock - $0.20 stated value, 9% cumulative, 5,000,000 shares authorized:
                  720,000 shares issued and outstanding
              
              
              144,000Common
                  stock - $0.001 par value, 245,000,000 shares authorized 132,868,381
                  and
                  103,991,799  shares issued and outstanding,
                  respectively:
              
              
              132,868Additional
                  paid-in capital
              
              
              18,544,462Accumulated
                  (deficit)
              
              
              (22,008,876
              )Total
                  Stockholders' (Deficit)
              
              
              (3,187,546
              )Total
                  Liabilities and Stockholders' (Deficit)
              
              $
              371,362
  The accompanying notes are
        an
        integral part of these consolidated financial statements.


31
 Index


RoomLinX,
                  Inc.CONSOLIDATED
                  STATEMENTS OF OPERATIONSfor
                  the years ended December 31, 2005 and 20042005
              
              
              2004RevenuesSystem
                  sales and installation
              
              $
              1,314,835
              
              
              $
              1,252,953Service,
                  maintenance and usage
              
              
              1,008,255
              
              
              
              755,9682,323,090
              
              
              
              2,008,921Costs
                  and ExpensesSystem
                  sales and installation
              
              
              1,161,401
              
              
              
              1,069,156Service,
                  maintenance and usage
              
              
              621,179
              
              
              
              415,811Sales
                  and marketing
              
              
              463,448
              
              
              
              1,015,638General
                  and adminstrative
              
              
              1,496,142
              
              
              
              1,492,933Depreciation
              
              
              154,658
              
              
              
              88,3383,896,828
              
              
              
              4,081,876Operating
                  (Loss)
              
              
              (1,573,738
              )
              
              
              (2,072,955
              )Other
                  income and (expenses)Reorganization
                  costs
              
              
              -
              
              
              
              (10,026,707
              )Interest
                  expense
              
              
              (323,973
              )
              
              
              (43,654
              )Amortization
                  of debt discount
              
              
              (1,159,083
              )
              
              
              (10,417
              )Financing
                  expenses
              
              
              (114,000
              )
              
              
              -Impairment
                  of goodwill
              
              
              (1,074,913
              )
              
              
              -Foreign
                  currency gains (losses)
              
              
              13,901
              
              
              
              (21,867
              )(2,658,068
              )
              
              
              (10,102,645
              )(Loss)
                  before income taxes
              
              
              (4,231,806
              )
              
              
              (12,175,600
              )Provision
                  for income taxes
              
              
              -
              
              
              
              -Net
                  (loss)
              
              $
              (4,231,806
              )
              
              $
              (12,175,600
              )Net
                  (loss) per common share:Basic
                  and diluted
              
              $
              (0.04
              )
              
              $
              (0.15
              )Weighted
                  average shares outstanding:Basic
                  and diluted
              
              
              115,593,903
              
              
              
              81,771,287
  The
        accompanying notes are
        an integral part of these consolidated financial
        statements.


32
 Index


RoomLinX,
                  inc.CONSOLIDATED
                  STATEMENTS OF CASH FLOWSfor
                  the years ended December 31, 2005 and 20042005
              
              
              2004Cash
                  flows from operating activities:Net
                  (loss)
              
              $
              (4,231,806
              )
              
              $
              (12,175,600
              )Adjustments
                  to reconcile net (loss) to net cash (used by) operating
                  activities:Depreciation
              
              
              154,658
              
              
              
              88,338Impairment
                  of goodwill
              
              
              1,074,913
              
              
              
              -Amortization
                  of debt discount
              
              
              1,159,083
              
              
              
              10,417Non-cash
                  financing costs
              
              
              114,000
              
              
              
              -Common
                  stock issued for operating costs
              
              
              122,000
              
              
              
              149,285Common
                  stock and warrants issued for reorganization costs
              
              
              -
              
              
              
              10,026,707Changes
                  in operating assets and liabilities:Accounts
                  receivable
              
              
              225,351
              
              
              
              54,870Inventory
                  and work in progress
              
              
              138,522
              
              
              
              (87,746
              )Prepaid
                  and other current assets
              
              
              12,629
              
              
              
              (28,121
              )Accounts
                  payable and accrued expenses
              
              
              176,862
              
              
              
              448,378Other
                  current liabilities
              
              
              180,770
              
              
              
              49,331Total
                  adjustments
              
              
              3,358,788
              
              
              
              10,711,459Net
                  cash (used by) operating activities
              
              
              (873,018
              )
              
              
              (1,464,141
              )Cash
                  flows from investing activities:Purchase
                  of property and equipment
              
              
              (1,106
              )
              
              
              (18,002
              )Cash
                  received in the mergers
              
              
              12,042
              
              
              
              711,117Net
                  cash provided by investing activities
              
              
              10,936
              
              
              
              693,115Cash
                  flows from financing activities:Cash
                  proceeds from convertible debentures
              
              
              986,000
              
              
              
              -Principal
                  payments on convertible debenture
              
              
              (10,000
              )
              
              
              -Cash
                  proceeds from notes payable
              
              
              75,000
              
              
              
              -Principal
                  payments on notes payable
              
              
              (48,303
              )
              
              
              (75,000
              )Cash
                  proceeds from officer and stockholder notes payable
              
              
              70,000
              
              
              
              -Principal
                  payments on officer and stockholder notes payable
              
              
              (40,000
              )
              
              
              -Proceeds
                  from loans and issuance of warrants
              
              
              -
              
              
              
              256,114Proceeds
                  from the sale of common stock
              
              
              -
              
              
              
              592,800Net
                  cash provided by financing activities
              
              
              1,032,697
              
              
              
              773,914Net
                  increase in cash and equivalents
              
              
              170,615
              
              
              
              2,888Cash
                  and equivalents at beginning of year
              
              
              10,141
              
              
              
              7,253Cash
                  and equivalents at end of year
              
              $
              180,756
              
              
              $
              10,141Supplemental
                  Cash Flow InformationInterest
                  paid
              
              $
              8,381
              
              
              $
              37,195Income
                  taxes paid
              
              $
              -
              
              
              $
              -Non-cash
                  investing and financing activities:Common
                  stock issued in SuiteSpeed, Inc. merger
              
              $
              557,077
              
              
              $
              -Liabilities
                  assumed in SuiteSpeed, Inc. merger
              
              $
              684,605
              
              
              $
              -Common
                  stock issued  in exchange for debt
              
              $
              170,000
              
              
              $
              -
  The accompanying notes are
        an
        integral part of these consolidated financial statements.




33
 Index


RoomLinX,
                  Inc.CONSOLIDATED
                  STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)For
                  the years ended December 31, 2005 and 2004Preferred
                  Stock
              
              
              Common
                  Stock
              
              
              Additional
              
              
              
              
              
              TotalNumber
                  of
              
              
              
              
              
              Number
                  of
              
              
              
              
              
              Paid
                  - in
              
              
              Accumulated
              
              
              Stockholders'Shares
              
              
              Amount
              
              
              Shares
              
              
              Amount
              
              
              Capital
              
              
              (Deficit)
              
              
              (Deficit)Balance,  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
              
              
              
              -
              
              
              
              592,800Settlement
                  of loans payable
              
              
              -
              
              
              
              -
              
              
              
              2,002,640
              
              
              
              2,003
              
              
              
              215,797
              
              
              
              -
              
              
              
              217,800Financing
                  and other costs
              
              
              -
              
              
              
              -
              
              
              
              2,851,325
              
              
              
              2,851
              
              
              
              164,249
              
              
              
              -
              
              
              
              167,100Conversion
                  of debentures
              
              
              -
              
              
              
              -
              
              
              
              3,402,097
              
              
              
              3,402
              
              
              
              366,597
              
              
              
              -
              
              
              
              369,999Shares
                  and other equity instruments attributable to prior stockholders
                  of ARC
                  Communications in the merger
              
              
              720,000
              
              
              
              144,000
              
              
              
              34,444,952
              
              
              
              34,445
              
              
              
              10,552,843
              
              
              
              -
              
              
              
              10,731,288Equity
                  line of credit financing
              
              
              -
              
              
              
              -
              
              
              
              1,166,667
              
              
              
              1,167
              
              
              
              (1,167
              )
              
              
              -
              
              
              
              -Fair
                  value of warrants issued in connection with the debt
                  offering
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              62,500
              
              
              
              -
              
              
              
              62,500Net
                  (loss)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (12,175,600
              )
              
              
              (12,175,600
              )Balance,  December
                  31, 2004
              
              
              720,000
              
              
              
              144,000
              
              
              
              103,991,799
              
              
              
              103,993
              
              
              
              16,617,260
              
              
              
              (17,777,070
              )
              
              
              (911,817
              )Fair
                  value of warrants issued in connection with officer and stockholder
                  notes
                  payable
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              7,000
              
              
              
              -
              
              
              
              7,000Shares
                  issued for services at $0.24 per share
              
              
              -
              
              
              
              -
              
              
              
              375,000
              
              
              
              375
              
              
              
              89,625
              
              
              
              -
              
              
              
              90,000Fair
                  value of beneficial conversion  feature  and warrants
                  issued in connection with convertible debentures
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              1,100,000
              
              
              
              -
              
              
              
              1,100,000Shares
                  issued for services at $0.10 per share
              
              
              -
              
              
              
              -
              
              
              
              75,000
              
              
              
              75
              
              
              
              7,425
              
              
              
              -
              
              
              
              7,500Shares
                  issued for cancellation of warrants in connection with a settlement
                  agreement at $0.03 per share
              
              
              -
              
              
              
              -
              
              
              
              666,666
              
              
              
              666
              
              
              
              19,334
              
              
              
              -
              
              
              
              20,000Shares
                  issued in connection with a settlement agreement at $0.03 per
                  share
              
              
              -
              
              
              
              -
              
              
              
              150,000
              
              
              
              150
              
              
              
              4,350
              
              
              
              -
              
              
              
              4,500Shares
                  issued in merger with SuiteSpeed, Inc. on August 10, 2005
              
              
              -
              
              
              
              -
              
              
              
              21,426,046
              
              
              
              21,426
              
              
              
              535,651
              
              
              
              -
              
              
              
              557,077Shares
                  issued for cancellation of note payable to stockholder
              
              
              -
              
              
              
              -
              
              
              
              6,183,870
              
              
              
              6,184
              
              
              
              163,816
              
              
              
              -
              
              
              
              170,000Net
                  (loss)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (4,231,806
              )
              
              
              (4,231,806
              )Balance,  December
                  31, 2005
              
              
              720,000
              
              
              $
              144,000
              
              
              
              132,868,381
              
              
              $
              132,869
              
              
              $
              18,544,461
              
              
              $
              (22,008,876
              )
              
              $
              (3,187,546
              )The
                  accompanying notes are an integral part of these consolidated financial
                  statements.




34
 Index


ROOMLINX,
      INC.


NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS


December
      31, 2005





1.
            Overview
                and Summary of Significant Accounting Policies





Description
      of
      Business:    RoomLinX, Inc. (the “Company”) is
      incorporated under the laws of the state of Nevada.  The Company
      sells, installs and services hardware for wired networking solutions and
      wireless fidelity networking solutions, also known as Wi-Fi, for high speed
      internet access to hotels, convention centers, corporate apartments and special
      events locations. The Company installs and creates services that address the
      productivity and communications needs of hotel guests, convention center
      exhibitors, corporate apartment customers and individual consumers. The Company
      utilizes third party contractors to install such hardware and
      software.





Basis
      of
      Presentation:    On June 28, 2004, the Company
      completed its merger with Arc Communications Inc. ("ARC"). As a result of the
      merger, the stockholders of RoomLinX prior to 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.    Concurrently with the closing, ARC changed its
      name to RoomLinX, Inc.  RoomLinX is considered the accounting
      acquirer, accordingly the historical financial statements presented herein
      for
      the periods prior to the merger are those of RoomLinX.





Basis
      of
      Consolidation:    The consolidated financial
      statements include the accounts of the Company and its wholly owned subsidiary,
      SuiteSpeed, Inc.  All significant intercompany accounts and
      transactions have been eliminated in consolidation.





Cash
      and Cash
      Equivalents:    The Company considers cash in banks,
      deposits in transit, and highly liquid debt instruments purchased with original
      maturities of three months or less to be cash and cash equivalents.





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.


35
 Index


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:    All items of property and equipment are
      carried at cost not in excess of their estimated net realizable value. Normal
      maintenance and repairs are charged to earnings while expenditures for major
      maintenance and betterments are capitalized. Gains or losses on disposition
      are
      recognized in operations.





Depreciation:    Depreciation
      of property and equipment is computed using straight-line methods over the
      estimated economic lives, as follows:





Office
                furniture and equipment
            5
                to 10 yearsComputer
                hardware and software
            3
                years





Goodwill:    Goodwill
      represents the excess purchase price over the fair value of net assets acquired,
      or net liabilities assumed, in a business combination. The Company periodically
      assesses its intangible assets, including goodwill, for indications of
      impairment. Based on this assessment, the Company recorded an impairment charge
      of $1,074,913 during the year ended December 31, 2005.





Property
      Retirement
      Obligation:    The Company implemented SFAS 143,
      "Accounting for Asset Retirement Obligations," effective January 1, 2003.
      SFAS 143 requires the fair value of a liability for an asset retirement
      obligation to be recognized in the period that it is incurred if a reasonable
      estimate of fair value can be made.





The
      associated asset retirement costs are capitalized as part of the carrying amount
      of the long-lived asset. The Company has determined that it has no property
      retirement obligations as of December 31, 2005.





Stock
      Option
      Plans:    The Company accounts for employee
      stock-based compensation in accordance with Accounting Principles Board (APB)
      Opinion No. 25, “Accounting for Stock Issued to Employees”, using the intrinsic
      value approach to measure compensation expense, if any.  Under this
      method, compensation expense is recorded on the date of the grant only if the
      current market price of the underlying stock exceeds the exercise
      price.  Options issued to non-employees are accounted for in
      accordance with SFAS 123, "Accounting for Stock-Based Compensation", and SFAS
      No. 148, “Accounting for Stock-Based Compensation Transition and Disclosure”,
      using a fair value approach.




SFAS
      No. 123 established accounting and disclosure requirements using a fair
      value-basis method of accounting for stock-based employee compensation plans.
      As
      allowed by SFAS No. 123, the Company has elected to continue to apply the
      intrinsic value-based method of accounting described above, and has adopted
      the
      disclosure requirements of SFAS No. 123. Had the Company elected to
      recognize compensation cost based on the fair value of 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.


36
 Index




Year
                ended December 31,2005
            
            
            2004Net
                (loss), as reported
            
            $
            (4,231,806
            )
            
            $
            (12,175,600
            )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
            
            
            (52,000
            )
            
            
            (974,400
            )Pro
                forma net (loss)
            
            $
            (4,283,806
            )
            
            $
            (13,150,000
            )(Loss)
                per share - basic and diluted, as reported
            
            $
            (0.04
            )
            
            $
            (0.16
            )Pro
                forma (loss) per share – basic and diluted
            
            $
            (0.04
            )
            
            $
            (0.16
            )





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.




Per
      Share
      Amounts:    The Company computes net loss per share
      under the provisions of SFAS No. 128, “Earnings per Share” (SFAS
      128).  Under the provisions of SFAS 128, basic net loss per share is
      computed by dividing the Company’s net loss for the period by the
      weighted-average number of shares of common stock outstanding during the
      period.  Diluted net loss per share excludes potential common shares
      if the effect is anti-dilutive.  Diluted net loss per share is
      determined in the same manner as basic net loss per share except that the number
      of shares is increased assuming exercise of dilutive stock options and warrants
      using the treasury stock method and shares issuable upon conversion of
      convertible debt and adding back to net loss the related interest
      expense.  As the Company had a net loss, the impact of the assumed
      exercise of stock options and warrants is anti-dilutive and as such, these
      amounts have been excluded from the calculation of diluted loss per
      share.





Income
      Taxes:    The Company accounts for income taxes under
      SFAS 109, "Accounting for Income Taxes". Temporary differences are
      differences between the tax basis of assets and liabilities and their reported
      amounts in the financial statements that will result in taxable or deductible
      amounts in future years. 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 ultimate realization of a deferred tax asset
      is
      considered to be unlikely.


37
 Index


Use
      of
      Estimates:    The preparation of the Company's
      consolidated financial statements in conformity with generally accepted
      accounting principles requires the Company's management to make estimates and
      assumptions that affect the amounts of assets and liabilities, the disclosure
      of
      contingent assets and liabilities at the date of the financial statements,
      and
      the reported amounts of revenues and expenses during the reporting period.
      Significant estimates that affect the financial statements include, but are
      not
      limited to, collectability of accounts receivable, amortization periods and
      recoverability of long-lived assets.  Actual results could differ from
      those estimates.





Revenue
      Recognition:    Revenue is recognized when all
      applicable recognition criteria have been met, which generally include (a)
      persuasive evidence of an existing arrangement; (b) fixed or determinable price;
      (c) delivery has occurred or service has been rendered; and (d) collectability
      of the sales price is reasonably assured.





The
      Company derives its revenue from the sale and installation of Wi-Fi wireless
      networking solutions and from service, maintenance, and usage.  Sales
      and installation revenue is recognized upon delivery, installation and customer
      acceptance.  Revenue from installations in progress is deferred until
      the installation is complete.  Service and maintenance contract
      revenue is recognized ratably over the contractual period.  Usage fees
      are recognized under specific customer contracts as services are
      rendered.





Deferred
      Revenue:    Deferred revenue is primarily comprised
      of advanced billings and customer deposits for installations, service and
      usage.





Fair
      Value of Financial
      Instruments:    SFAS 107, "Disclosures About
      Fair Value of Financial Instruments," requires disclosure of fair value
      information about financial instruments. Fair value estimates discussed herein
      are based upon certain market assumptions and pertinent information available
      to
      management as of December 31, 2005.





The
      respective carrying value of certain on-balance-sheet financial instruments
      approximate their fair values. These financial instruments include cash, cash
      equivalents, accounts receivable and payable, accrued liabilities and debt.
      Fair
      values were assumed to approximate carrying values for these financial
      instruments since they are either short term in nature and their carrying
      amounts approximate fair value, or they are receivable or payable on demand,
      or
      they bear appropriate interest rates.





Concentration
      of Credit
      Risk:    The Company's operating cash balances are
      maintained in financial institutions and periodically exceed federally insured
      limits. The Company believes that the financial strength of these institutions
      mitigates the underlying risk of loss.  To date, these concentrations
      of credit risk have not had a significant impact on the Company’s financial
      position or results of operations.





Accounts
      Receivable:    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.  Outstanding customer invoices are periodically assessed
      for collectability.  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 an assessment
      of current creditworthiness and payment history.  Our review of the
      outstanding balances as of December 31, 2005 indicated that no valuation
      allowance was required.  The Company had a concentration of credit
      risk in accounts receivable as of December 31, 2005. Two customers accounted
      for
      23% of accounts receivable, with customer #1 accounting for 12% and customer
      #2
      accounting for 11%.  These amounts were collected subsequent to
      December 31, 2005.


38
 Index


Foreign
      Operations:    The Company operates in the United
      States of America and in Canada.  As with all types of international
      business operations, currency fluctuations, exchange controls, restrictions
      on
      foreign investment, changes to tax regimes, and political action could impact
      the Company's financial condition or results of operations.





Foreign
      Currency
      Translation:   The US Dollar is the functional
      currency of the Company. Assets and liabilities denominated in foreign
      currencies are re-measured into US Dollars and the resulting gains and (losses)
      are included in the consolidated statement of operations as a component of
      other
      income (expense).





Advertising
      Costs:   Advertising costs are expensed as
      incurred.  During 2005 and 2004, advertising costs were $15,000 and
      $166,000, respectively.





Segments:   The
      Company applies Statement of Financial Accounting Standards No. 131,
      Disclosures about Segments of an Enterprise and Related Information, and
      considers its business activities to constitute a single segment.





Reclassification:   Certain
      amounts for the year ended December 31, 2004 have been reclassified to confirm
      with the current year presentation.  There is no effect on prior
      year’s net loss or accumulated deficit.





Recent
      Pronouncements:    Various standard setting bodies have issued
      accounting pronouncements that have not yet been adopted by the
      Company.  A brief discussion of the pronouncement is presented in the
      following paragraphs.  The Company is currently evaluating the
      potential future impact on its financial statements from the implementation
      of
      these new standards.





In
      May
      2005, the Financial Accounting Standards Board ("FASB") issued SFAS 154
      'Accounting Changes and Error Corrections--a replacement of APB Opinion No.
      20
      and FASB Statement No. 3. This Statement replaces APB Opinion No. 20, Accounting
      Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim
      Financial Statements, and changes the requirements for the accounting for,
      and
      reporting of, a change in accounting principle. This Statement applies to all
      voluntary changes in accounting principle. It also applies to changes required
      by an accounting pronouncement in the unusual instance that the pronouncement
      does not include specific transition provisions. When a pronouncement includes
      specific transition provisions, those provisions should be
      followed.


39
 Index


In
      February 2006, FASB issues SFAS 155 – Accounting for Certain Hybrid Financial
      Instruments—an amendment of FASB Statements No. 133 and 140. This amends FASB
      Statements No. 133, Accounting for Derivative Instruments and Hedging
      Activities, and No. 140, Accounting for Transfers and Servicing of Financial
      Assets and Extinguishments of Liabilities. This Statement resolves issues
      addressed in Statement 133 Implementation Issue No. D1, “Application of
      Statement 133 to Beneficial Interests in Securitized Financial
      Assets.”





This
      Statement: (a) permits fair value re-measurement for any hybrid financial
      instrument that contains an embedded derivative that otherwise would require
      bifurcation; (b) Clarifies which interest-only strips and principal-only strips
      are not subject to the requirements of Statement 133; (c) Establishes a
      requirement to evaluate interests in securitized financial assets to identify
      interests that are freestanding derivatives or that are hybrid financial
      instruments that contain an embedded derivative requiring bifurcation; (d)
      Clarifies that concentrations of credit risk in the form of subordination are
      not embedded derivatives; (e) Amends Statement 140 to eliminate the prohibition
      on a qualifying special-purpose entity from holding a derivative financial
      instrument that pertains to a beneficial interest other than another derivative
      financial instrument.





The
      fair
      value election provided for in paragraph 4(c) of this Statement may also be
      applied upon adoption of this Statement for hybrid financial instruments that
      had been bifurcated under paragraph 12 of Statement 133 prior to the adoption
      of
      this Statement. Earlier adoption is permitted as of the beginning of our fiscal
      year, provided we have not yet issued financial statements, including financial
      statements for any interim period, for that fiscal year. Provisions of this
      Statement may be applied to instruments that we hold at the date of adoption
      on
      an instrument-by-instrument basis.





This
      Statement is effective for all financial instruments acquired or issued after
      the beginning of our first fiscal year that begins after September 15,
      2006.





In
      March
      2006, FASB issued SFAS 156 – Accounting for Servicing of Financial Assets—an
      amendment of FASB Statement No. 140 with respect to the accounting for
      separately recognized servicing assets and servicing liabilities.





This
      Statement: (a) Requires an entity to recognize a servicing asset or servicing
      liability each time it undertakes an obligation to service a financial asset
      by
      entering into a servicing contract in certain situations; (b) Requires all
      separately recognized servicing assets and servicing liabilities to be initially
      measured at fair value, if practicable; (c) Permits an entity to choose either
      the amortization method or the fair value measurement method for each class
      of
      separately recognized servicing assets and servicing liabilities; (d) At its
      initial adoption, permits a one-time reclassification of available-for-sale
      securities to trading securities by entities with recognized servicing rights,
      without calling into question the treatment of other available-for-sale
      securities under Statement 115, provided that the available-for-sale securities
      are identified in some manner as offsetting the entity’s exposure to changes in
      fair value of servicing assets or servicing liabilities that a servicer elects
      to subsequently measure at fair value; (e) Requires separate presentation of
      servicing assets and servicing liabilities subsequently measured at fair value
      in the statement of financial position and additional disclosures for all
      separately recognized servicing assets and servicing
      liabilities.


40
 Index


This
      Statement is effective for all financial statements issued after the beginning
      of our fiscal year commencing January 1, 2007.





In
      September 2006, the FASB issued Statement No. 157, “Fair Value
      Measurements”(SFAS 157). SFAS
      157
      defines fair value, establishes a framework for measuring fair value in
      generally accepted accounting principles, and expands disclosures about fair
      value measurements.  The provisions of SFAS 157 are effective for the
      Company’s fiscal year beginning January 1, 2008.





In
      September 2006, the FASB issued Statement No. 158, “Employers’ Accounting
      for Defined Benefit Pension and Other Postretirement Plans, an amendment of
      FASB
      Statements No. 87, 106, and 132(R)” (“SFAS No. 158”).
      SFAS No. 158 requires companies to recognize a net liability or asset
      and an offsetting adjustment to accumulated other comprehensive income to report
      the funded status of defined benefit pension and other postretirement benefit
      plans. SFAS No. 158 requires prospective application, recognition and
      disclosure requirements effective for the Company’s fiscal year ending December
      31, 2006. Additionally, SFAS No. 158 requires companies to measure
      plan assets and obligations at their year-end balance sheet date. This
      requirement is effective for the Company’s fiscal year ending December 31,
      2008.





On
      February 15, 2007, the FASB issued Statement No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities” (SFAS No. 159). SFAS No. 159 permits
      entities to choose to measure many financial instruments and other items at
      fair
      value. The objective is to improve financial reporting by providing entities
      with the opportunity to mitigate volatility in reported earnings caused by
      measuring related assets and liabilities differently, without having to apply
      complex hedge accounting procedures. SFAS No. 159 also establishes presentation
      and disclosure requirements designed to facilitate comparisons between companies
      that choose different measurement attributes for similar types of assets and
      liabilities. The Statement is expected to expand the use of fair value
      measurements, which is consistent with the Board’s long-term measurement
      objectives for accounting for financial instruments. SFAS No. 159 will be
      effective for the Company’s fiscal year beginning January 1, 2008.





In
      December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
      Consolidated Financial Statements—an amendment of ARB No. 51.” SFAS 160
      establishes accounting and reporting standards for the noncontrolling interest
      in a subsidiary and for the deconsolidation of a subsidiary. The guidance will
      become effective as of the Company’s fiscal year beginning January 1,
      2009.


41
 Index


In
      July
      2006, the FASB issued FASB Interpretation No. 48, “Accounting for
      Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109.”
This Interpretation prescribes a recognition threshold and measurement attribute
      for the financial statement recognition and measurement of a tax position taken
      or expected to be taken in a tax return. This Interpretation also provides
      guidance on de-recognition, classification, interest and penalties, accounting
      in interim periods, disclosure, and transition. The Interpretation is effective
      for our fiscal years beginning January 1, 2007.





The
      FASB
      has issued FSP EITF 00-19-2. This FSP states that the contingent obligation
      to
      make future payments or other transfers of consideration under a registration
      payment arrangement, issued as a separate agreement or included as a part of
      a
      financial instrument or other agreement, should be separately recognized and
      measured in accordance with SFAS 5. Also, a financial instrument subject to
      a
      registration payment arrangement should be accounted for in accordance with
      other applicable GAAP without regard to the contingent obligation to transfer
      consideration pursuant to the registration payment arrangement. This FSP was
      effective on October 1, 2006.





In
      September 2006, the United States Securities and Exchange Commission (“SEC”) SAB
      No. 108, “Considering the Effects of Prior Year Misstatements when
      Quantifying Misstatements in Current Year Financial Statements.” This SAB
      provides guidance on the consideration of the effects of prior year
      misstatements in quantifying current year misstatements for the purpose of
      a
      materiality assessment. SAB 108 establishes an approach that requires
      quantification of financial statement errors based on the effects of each of
      the
      company’s balance sheet and statement of operations financial statements and the
      related financial statement disclosures. The SAB permits existing public
      companies to record the cumulative effect of initially applying this approach
      in
      the first year ending after November 15, 2006, by recording the necessary
      correcting adjustments to the carrying values of assets and liabilities as
      of
      the beginning of that year with the offsetting adjustment recorded to the
      opening balance of retained earnings. Additionally, the use of the cumulative
      effect transition method requires detailed disclosure of the nature and amount
      of each individual error being corrected through the cumulative adjustment
      and
      how and when it arose. The Company is currently evaluating the impact, if any,
      that SAB 108 may have on the Company’s results of operations or financial
      position.





2.
            Going
                Concern





The
      accompanying consolidated 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 aggregating $22,008,876 and,
      as
      of December 31, 2005, had a working capital deficit of $(3,243,231) and a
      stockholders' deficit of $(3,187,546).  These conditions, among
      others, raise substantial doubt about the Company’s ability to continue as a
      going concern.  Management has evaluated the Company's alternatives to
      enable it to pay its liabilities as they become due and payable, reduce
      operating losses and obtain additional or new financing in order to advance
      its
      business plan.  Additional alternatives being considered by management
      include obtaining financing from new lenders and the issuance of additional
      equity. Additionally, the Company has implemented cost reduction measures to
      reduce operating costs and improve profitability.  There can be no
      assurance that management will be successful in its efforts.


42
 Index


The
      financial statements do not include any adjustments to reflect the possible
      future effects on the recoverability and classification of assets or the amount
      and classification of liabilities that may result from the possible inability
      of
      the Company to continue as a going concern.





3.
            SuiteSpeed,
                Inc.





On
      August
      10, 2005, the Company entered into an Agreement and Plan of Merger (the “Merger
      Agreement”) by and among the Company, a wholly-owned subsidiary of the Company
      (“Subcorp”) and SuiteSpeed, Inc. (“SuiteSpeed”) pursuant to which, concurrent
      with the execution of the Merger Agreement (a) Subcorp merged with and into
      SuiteSpeed, (b) SuiteSpeed became a wholly-owned subsidiary of the Company,
      (c)
      the Company issued a total of  21,426,046 shares of its Common Stock
      to the stockholders of SuiteSpeed and (d) the Company issued a total of
      6,183,870 shares of its Common Stock to SuiteSpeed’s principal stockholder,
      Michael Wasik, to cancel $170,000 of indebtedness of SuiteSpeed.





SuiteSpeed,
      based in Colorado, provides high speed wireless internet access solutions to
      hotels.  SuiteSpeed’s activities are complimentary to those of the
      Company and the acquisition of SuiteSpeed has enhanced the breadth and width
      of
      the Company’s activities.





The
      acquisition of SuiteSpeed was accounted for as a business combination in
      accordance with SFAS No. 141.  The final allocation of purchase price
      was $1,241,682, based upon a market value of $0.026 per share for the 21,426,048
      shares issued and the assumption of liabilities of $684,605.  The
      purchase price was allocated to assets acquired and liabilities assumed based
      upon their estimated fair values.  Management used a number of factors
      to determine the estimated fair value, including historical performance and
      anticipated future usage.  The excess purchase price over the fair
      values was recorded as goodwill.  The purchase price was allocated, as
      follows:





Fair
                value of assets acquired:Cash
                and bank balances
            
            $
            12,042Accounts
                receivable
            
            
            82,921Inventory
                and supplies
            
            
            56,077Other
                current assets
            
            
            9,771Property
                and equipment
            
            
            5,958Goodwill
            
            
            1,074,913Total
                assets acquired
            
            
            1,241,682Less
                liabilities assumed:Current
                liabilities
            
            
            (178,643
            )Deferred
                revenues
            
            
            (35,962
            )Notes
                payable
            
            
            (470,000
            )Total
                liabilities assumed
            
            
            (684,605
            )Total
                purchase price
            
            $
            557,077


43
 Index


Pursuant
      to the Merger Agreement, Michael Wasik, the majority owner of SuiteSpeed prior
      to the merger, assumed the title of Executive Vice President of the Wireless
      LAN
      Division of the Company. At the closing, he entered into an employment agreement
      with a two year term providing for a base salary of $150,000 and stock options
      covering 1,000,000 shares of the Company’s common stock immediately exercisable
      at an option price equal to $0.026 per share.  Mr. Wasik became a
      member of the Company’s Board of Directors on September 20, 2005, and its Chief
      Executive Officer on November 2, 2005.





SuiteSpeed’s
      operating results are included in the Company’s consolidated results of
      operations since the date of acquisition.





The
      following unaudited pro-forma information has been prepared assuming that the
      acquisition had taken place at the beginning of the years ended December 31,
      2005 and 2004, respectively.  The pro-forma information is not
      necessarily indicative of the combined results that would have occurred had
      the
      acquisition taken place at the beginning of the periods, nor is it necessarily
      indicative of results that may occur in the future.





RoomLinX,
      Inc. / SuiteSpeed, Inc.


Consolidated
      Pro forma Statements of Operations (Unaudited)





Year
                ended December 312005
            
            
            2004Revenue
            
            $
            2,875,901
            
            
            $
            3,501,768Operating
                costs and expenses
            
            $
            4,253,494
            
            
            $
            5,679,203Operating
                (loss)
            
            $
            (1,377,593
            )
            
            $
            (2,177,435
            )Other
                costs and expenses
            
            $
            (2,749,704
            )
            
            $
            (10,122,795
            )Net
                (loss)
            
            $
            (4,127,297
            )
            
            $
            (12,300,230
            )Net
                (loss) per common share
            
            $
            (0.03
            )
            
            $
            (0.11
            )Weighted
                average shares outstanding
            
            
            132,386,783
            
            
            
            109,405,157





4.
            Property
                and Equipment





At
      December 31, 2005, property and equipment consisted of the
      following:





Computer
                equipment
            
            $
            313,700Office
                furniture and equipment
            
            
            16,774Subtotal
            
            
            330,474Accumulated
                depreciation
            
            
            (289,344
            )Total
            
            $
            41,130


44
 Index


Amortization
      expense on assets under capital lease, included in depreciation expense,
      aggregated $21,821 for the year ended December 31, 2004.





5.
            Notes
                Payable





From
      November 2004 through January 2005, the Company received proceeds of $320,000
      ($150,000 from officers and stockholders) in exchange for 10% promissory notes
      maturing six months from the date of issuance.  During 2005, the
      Company repaid $40,000 of the notes and the outstanding balance at December
      31,
      2005 is $280,000.  The borrowing arrangement included warrants to
      purchase 1,600,000 shares of common stock at $0.10 per share.  Using
      the Black-Scholes derivative pricing model, the Company determined that the
      warrants had a fair value of $69,500, which has been recorded as a debt discount
      and additional paid in capital.  The debt discount was amortized as
      interest expense over the six month life of the promissory notes, which includes
      $59,083 amortized in 2005 and $10,417 for the year ended December 31,
      2004.





The
      Company was not able to retire the promissory notes as scheduled and, as of
      December 31, 2005, was in default of the repayment terms.





6.
            Notes
                Payable





As
      part
      of the SuiteSpeed merger, RoomLinX assumed a $300,000 promissory note payable
      to
      the First National Bank of Colorado.  The note bears interest at the
      rate of the prime plus 1% (aggregating 8.75% as of December 31, 2005) and is
      payable in monthly principal installments of $10,000 with the entire remaining
      balance due on or before September 1, 2006.  At December 31, 2005, the
      outstanding balance was $260,000.





During
      2005, the Company borrowed $75,000 from an individual.  The borrowing
      bears interest at 10% and is due on demand.





7.
            Convertible
                Debentures





On
      March
      3, 2005, the Company completed a privately placed bridge financing of
      convertible debentures (“Debentures”) and warrants.  The Debentures
      were issued in the aggregate principal amount of $1,100,000 to 17 investors;
      bear interest at 11% per annum; and are due on the earlier of September 2,
      2005,
      or the date that the Company completes a subsequent financing with gross cash
      proceeds of at least $1,000,000. 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,
      including accrued interest through maturity.  Net cash proceeds from
      the Debentures was $986,000, after deducting fees and expenses paid to Casimir
      Capital LLP, the placement agent.  As additional consideration for the
      investors, the Company issued warrants to purchase 9,533,333 shares of common
      stock at a price of $0.075 per share.  The warrants expire five years
      from the date of issue.


45
 Index


The
      Company agreed to pay Casimir Capital LLP a placement agent fee of $99,000
      and
      reimburse legal and administrative expenses of $15,000.  These
      financing costs were recorded as a component of other expense during
      2005.  As additional consideration to Casimir Capital LLP, the Company
      issued warrants to purchase 1,430,000 shares of common stock at a price of
      $0.075 per share.  The warrants expire five years from the date of
      issue.





The
      Debentures contain a beneficial conversion feature with an intrinsic value
      of
      $767,442, which was recorded as debt discount and a contribution to
      capital.  The value of the warrants was calculated using the Black
      Scholes derivative pricing model and a value of $332,558 was allocated to the
      warrants.  The warrant value was recorded as a debt discount and a
      contribution to capital.  The entire debt discount of $1,100,000 was
      amortized over the term of the Debentures and is included as a component of
      other expense during 2005.





The
      Company was unable to retire the Debentures as scheduled on September 2, 2005
      and, as of December 31, 2005, was in default of the repayment
      terms.





8.
            Commitments
                and Contingencies





Operating
      Leases:    The Company leases its office facilities
      under various operating lease agreements having expiration dates through
      2008.  Future minimum lease payments for each of the years through
      lease expiration are as follows:





Year2006
            
            $
            66,6752007
            
            
            53,2332008
            
            
            10,908Total
            
            $
            130,816





Capital
      Lease
      Obligations:    Prior to the business combination
      with ARC, the Company entered into a series of capital lease transactions with
      a
      third party lessor in Canada.  Subsequent to the business combination,
      the Company ceased making payments to the lessor and abandoned the assets under
      capital leases.  The lessor has not demanded that the Company make
      additional payments and the Company believes that it has meritorious defenses
      against any claims by the lessor.  The Company has attempted to
      negotiate a settlement with the lessor but has been unable to obtain an
      unconditional release.





For
      accounting purposes, the Company has determined that it should continue to
      report the capital lease obligation as a liability until it either obtains
      an
      unconditional release or the statute of limitations bars collection actions
      against the Company.  Accordingly, a current liability of $315,549 has
      been included in the financial statements as a potential capital lease
      obligation.


46
 Index


9.
            Income
                Taxes





At
      December 31, 2005, the Company has tax loss carryforwards approximating
      $6,000,000 that expire at various dates through 2025. The principal difference
      between the net loss for book purposes and the net loss for income tax purposes
      relates to expenses that are not deductible for tax purposes, including
      reorganization costs, impairment of goodwill, and amortization of debt
      discount.





The
      tax
      effects of temporary differences that give rise to significant portions of
      the
      deferred tax assets and deferred tax liabilities at December 31, 2005, are
      presented below:





Deferred
                tax assets:Net
                operating loss carryforwards
            
            $
            2,090,000Less
                valuation allowance
            
            
            (2,090,000
            )Net
                deferred tax asset
            
            $
            -





At
      this
      time, the Company is unable to determine if it will be able to benefit from
      its
      deferred tax asset. There are limitations on the utilization of net operating
      loss carryforwards, including a requirement that losses be offset against future
      taxable income, if any. In addition, there are limitations imposed by certain
      transactions which are deemed to be ownership changes. Accordingly, a valuation
      allowance has been established for the entire deferred tax asset. The change
      in
      the valuation allowance was approximately $680,000 during 2005.





A
      reconciliation of the tax provision for 2005 and 2004 at statutory rates is
      comprised of the following components:





2005
            
            
            2004Tax
                at statutory rates
            
            $
            (1,439,000
            )
            
            $
            (4,140,000
            )Book
                to tax adjustments:Impairment
                of goodwill
            
            
            365,000
            
            
            
            --Amortization
                of debt discount
            
            
            394,000
            
            
            
            --Reorganization
                costs
            
            
            --
            
            
            
            3,409,000Valuation
                allowance
            
            
            680,000
            
            
            
            731,000Tax
                provision
            
            $
            --
            
            
            $
            --





10.
            Stockholders'
                (Deficit)





Preferred
      Stock:   The Company has authorized 5,000,000
      preferred shares with a $0.20 par value.  The designation of the class
      of preferred shares is Class A Preferred Stock.  The preferred stock
      is entitled to receive cumulative annual dividends at the rate of 9%, payable
      in
      either cash or additional shares of Class A Preferred Stock, at the option
      of
      the Company.  As of December 31, 2005, there were 720,000 shares of
      preferred stock issued and outstanding.  Dividends accrued and unpaid
      as of December 31, 2005 were $94,400.


47
 Index


Common
      Stock:   The Company has authorized 245,000,000
      shares of $0.001 par value common stock.  As of December 31, 2005,
      there were 132,868,381 shares of common stock issued and
      outstanding.





On
      February 15 2005, the Company issued 250,000 shares of common stock to Rodman
      & Renshaw for investment banking services and issued 125,000 shares of
      common stock to Stanley Wunderlich for public relations services.  The
      375,000 common shares were valued at fair market value of $.24 per share or
      $90,000.  On May 2, 2005, the Company issued 75,000 shares of common
      stock to Stanley Wunderlich for additional public relations services, valued
      at
      fair market value of $.10 per share or $7,500.





On
      July
      1, 2005, the Company cancelled 666,666 warrants with an exercise price of $0.15
      as part of a settlement agreement with Alliance Care Advisors and, in connection
      with such settlement agreement, on September 26, 2005, the Company issued
      666,666 and 150,000 unregistered shares to Alliance Care Advisors and Manuel
      Wilson, respectively, valued at fair market value of $.03 per share or an
      aggregate of $24,500.  Alliance Care Advisors had assisted the Company
      with its convertible debt placed with Casimir Capital.





On
      August
      10, 2005, the Company agreed to issue 21,426,046 shares of common stock to
      the
      shareholders of SuiteSpeed.  These shares were valued at $0.026 per
      share or $557,077, based upon the closing price of the Company’s common stock on
      August 9, 2005.  An additional 6,183,870 shares of common stock were
      issued to Michael S. Wasik in respect to the cancellation of a $170,000
      promissory note payable from SuiteSpeed to Mr. Wasik.





During
      2004 and 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, 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 ARC 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 30%; no dividends; and a weighted average expected life of the
      warrants of 2 years.


48
 Index


In
      connection with the merger with ARC, $370,000 of debentures were 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 30%; no dividends; and a weighted 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 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.





The
      Company may continue to raise capital through the sale of its common shares
      and
      may also seek other funding or corporate transactions to achieve its business
      objectives.





Warrants:   On
      March 5, 2005, the Company issued warrants to purchase 9,533,333 shares of
      stock
      to the 17 debenture holders as additional consideration under the Convertible
      Debentures.  On March 5, 2005, the Company also issued warrants to
      purchase 1,430,000 shares of stock to Casimir Capital as additional
      consideration for services associated with the Convertible Debenture
      transaction.  These warrants have an exercise price of $0.075 per
      share and expire five years from the date of issue.





From
      November 2004 through January 2005, the Company issued warrants to purchase
      1,600,000 shares of common stock to officers and stockholders as additional
      consideration under Promissory Notes issued at the same
      time.  (1,250,000 warrants were issued during 2004 and 350,000 were
      issued during 2005)  These warrants have an exercise price of $0.10
      per share and expire five years from the date of issue.


49
 Index




Outstanding
                  and Exercisable WarrantsExercise
                  Price
              
              
              Number
                  of
                Shares
              
              
              Remaining
                Contractual
                  Life
                (in
                  years)
              
              
              Exercise
                  Price
                times
                  Number
                of
                  Shares
              
              
              Weighted
                Average
                Exercise
                  Price$
              0.075
              
              
              
              11,963,333
              
              
              
              4
              
              
              $
              822,250$
              0.100
              
              
              
              1,600,000
              
              
              
              4
              
              
              
              160,000$
              0.150
              
              
              
              7,666,667
              
              
              
              1
              
              
              
              1,150,000$
              0.220
              
              
              
              6,846,950
              
              
              
              <
                  1
              
              
              
              1,506,32927,076,950
              
              
              
              
              
              
              $
              3,638,579
              
              
              $
              0.134


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, 2005, options
      to purchase 8,600,000 shares were outstanding and 16,400,000 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.





On
      January 25, 2005, the Company issued options to purchase 500,000 shares of
      common stock to each of its Board members, Robert Lunde and Herbert Hunt, as
      compensation for Board services.  The options have an exercise price
      of $0.10 and vested immediately.  On August 10, 2005, the Company also
      issued options to purchase 1,000,000 shares of common stock to Michael S. Wasik
      at an exercise price of $0.026 as part of his employment
      agreement.  These options also vested immediately.





On
      April
      27, 2004, the Company granted its CEO a seven year option to purchase 4,000,000
      shares of common stock at an option price equal to one cent ($.01) per share.
      The options vested 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 vested on the first anniversary of the Effective
      Date; and (iv) 1,000,000 options vested 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 at an option price equal to one cent ($.01) per share.
      The options vested 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.


50
 Index


On
      January 31, 2004, the Company issued options to purchase 100,000 shares of
      common stock to an employee.  The options have an exercise price of
      $0.08 and vested immediately.





On
      October 1, 2003, the Company issued options to purchase 500,000 shares of common
      stock to a director.  The options have an exercise price of $0.08 and
      vested immediately.





Outstanding
      Stock
      Options





Exercise
                Price
            
            
            Number
                of
              Shares
            
            
            Remaining
              Contractual
                Life
              (in
                years)
            
            
            Exercise
                Price
              times
                Number
              of
                Shares
            
            
            Weighted
              Average
              Exercise
                Price$
            0.026
            
            
            
            1,000,000
            
            
            
            9
            
            
            $
            26,000$
            0.010
            
            
            
            6,000,000
            
            
            
            5
            
            
            
            60,000$
            0.100
            
            
            
            1,000,000
            
            
            
            3
            
            
            
            100,000$
            0.080
            
            
            
            600,000
            
            
            
            1
            
            
            
            48,0008,600,000
            
            
            
            
            
            
            $
            234,000
            
            
            $
            0.027





Options
            
            Number
                of
              Shares
            
            
            Weighted
                Average
              Exercise
                PriceOutstanding
                at January 1, 2004
            
            
            500,000
            
            
            $
            0.08Granted
            
            
            6,100,000
            
            
            
            0.01Exercised
            
            
            -
            
            
            
            -Expired
            
            
            -
            
            
            
            -Outstanding
                at December 31, 2004
            
            
            6,600,000
            
            
            $
            0.02Granted
            
            
            2,000,000
            
            
            
            0.063Exercised
            
            
            -
            
            
            
            -Expired
            
            
            -
            
            
            
            -Outstanding
                at December 31, 2005
            
            
            8,600,000
            
            
            $
            0.027Exercisable
                at December 31, 2005
            
            
            7,100,000
            
            
            $
            0.031





SFAS
      123
      requires the Company to provide pro-forma information regarding net income
      and
      earnings per share as if compensation cost for the Company’s stock option plans
      had been determined in accordance with the fair value based method prescribed
      in
      SFAS 123.  The fair value of the option grants is estimated on the
      date of grant utilizing the Black-Scholes option pricing model with the
      following weighted average assumptions for grants during the years ended
      December 31, 2005 and 2004: expected life of options of 5 and 4 years,
      respectively, expected volatility of 200% and 30%, respectively, risk-free
      interest rate of 4% and 4.2%, respectively, and no dividend yield. The weighted
      average fair value at the date of grant for options granted during the years
      ended December 31, 2005 and 2004, approximated $.063 and $0.08 per option,
      respectively.  The pro-forma results are presented in Note
      1.


51
 Index


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.





12.
            Subsequent
                Events





On
      May
      10, 2006, we entered into a separation agreement with Aaron Dobrinsky under
      which we agreed to accept the resignation of Mr. Dobrinsky as our Chief
      Executive Officer effective October 31, 2005.  Effective November 17,
      2006 Mr. Dobrinsky resigned from our Board of Directors.





On
      December 15, 2006, we entered into a separation agreement with Francis Elenio
      under which we agreed to accept the resignation of Mr. Elenio as our Chief
      Financial Officer effective October 31, 2005.





On
      November 20, 2006, we issued to (i) to each of Peter Bordes and Herbert Hunt,
      3,000,000 shares of our Common Stock having an aggregate value of $60,000 on
      such date as payment in full of their respective Board compensation owed to
      them
      for the three year period from 2004 to 2006 and (ii) to Mr. Dobrinsky, 1,000,000
      shares of our Common Stock as payment in full of his respective Board
      compensation owed to him for 2006.




On
      November 20, 2006, we granted an aggregate of 12,300,000 Incentive Stock Options
      (“ISOs”) and an aggregate of 3,600,000 Non-Qualified Stock Options (“NQOs”) to
      employees, directors, and our officer.  All of these options were
      issued under the terms of our Long-Term Incentive Plan and have an exercise
      price of $0.02 per share, representing the closing price of our common stock
      on
      such date.  We issued 2,500,000 NQOs to our directors for their board
      service.  All of these options vested immediately.  We
      issued 10,000,000 ISOs to our CEO.  These options vest over a three
      year period.  The remaining options were issued to employees and
      generally vest over a 3 year period.




On
      December 28, 2006, we issued 3 bridge notes in the principal amounts of $50,000
      each to Jill Solomon, Don Winton and Thunderbay Enterprises, and 3 warrants
      to
      purchase 1.3 million shares of common stock to each lender with an exercise
      price of $0.03 per share.  On June 10, 2007, two of the three bridge
      notes were paid back in full and one of them converted
      into  convertible debentures dated June 11, 2007.




52
 Index


On
      February 8, 2007, Mr. Woody McGee was appointed as a member of our Board of
      Directors.  Effective October 12, 2007, Mr. McGee resigned from our
      Board of Directors.




On
      May 4,
      2007, the Registrant’s Board of Directors authorized and approved the following
      compensation package for each of Peter Bordes and Herbert Hunt for his service
      as an independent director of the Registrant for 2007: (i) the payment of the
      sum of $20,000 on December 31, 2007 so long he is serving as an independent
      director of the Registrant on such date, and (ii) the grant of Non-Qualified
      Stock Options under the Registrant’s Long Term Incentive Plan for the purchase
      of up to 500,000 shares of the Registrant’s Common Stock at an exercise price
      equal to the May 4, 2007 closing trading price of the Registrant’s Common Stock,
      of $.025 per share, vesting in full on December 31, 2007 so long he is serving
      as an independent director of the Registrant on such date.  Such
      compensation was also offered to Mr. Woody McGee; however, Mr. McGee resigned
      from the Board of Directors prior to December 31, 2007.




On
      June
      11, 2007 and June 13, 2007, we closed a financing with certain investors,
      pursuant to which we sold an aggregate of $2,350,000.00 principal amount of
      Convertible Debentures due May 2012.  Each investor was also
      given the option to purchase additional convertible debentures; however, such
      options have expired.





As
      of
      June 11, 2007, we also reached agreement with certain of our debt holders
      whereby we repaid and canceled all prior existing indebtedness (other than
      bank
      debt) at a fifty percent (50%) discount to the outstanding principal amount
      of
      such indebtedness.  The total outstanding principal amount of such
      indebtedness immediately prior to such repayment and cancellation was
      $1,455,000.  This indebtedness included the following
      transactions:




·
            The
                March 3, 2005 private placement bridge financing of $1,100,000 All
                penalties and interest were waived and the Company settled for $550,000.
                .


·
            Officer
                and stockholder notes that were issued from November 2004 through
                January
                2005 that had an outstanding balance of $280,000. All outstanding
                penalties and interest were waived and the Company settled for $140,000.


·
            The
                note payable from an individual that had an outstanding balance of
                $75,000. All outstanding penalties and interest were waived and the
                Company settled for $37,500.




On
      June
      12,2007,
      the promissory note assumed during the SuiteSpeed merger and owed to First
      National Bank of Colorado was paid in full.





On
      June
      20, 2007, we issued warrants to four individuals for services
      rendered.  The warrants are initially exercisable for shares of Series
      B Preferred Stock and ultimately exercisable into shares of common stock once
      we
      have sufficient shares of common stock available for issuance upon
      exercise.  The ultimate number of common shares under warrant coverage
      is 7,000,000 at $0.03 per share and 2,962,500 at $0.02 per share.  All
      of the warrants have a five year term.


53
 Index


On
      August
      6, 2007, we issued shares of our common stock, as compensation for services
      rendered to, or the settlement of obligations owed by, the Company:





Alliance
                Advisors
            -
            2,000,000
                sharesWesterman
                Ball Ederer Miller & Sharfstein, LLP
            -
            2,000,000
                sharesBaja
                Advisors LLC
            -
            3,500,000
                shares






On
      November 5, 2007, the Registrant’s Board of Directors approved the grant to
      employees and consultants, under the Registrant’s Long-Term Incentive Plan, of
      an aggregate of 1,450,000 Incentive Stock Options and an aggregate of 800,000
      Non-Qualified Stock Options.  Such options were issued at an exercise
      price of $0.015 per share and vest one-third (1/3) on each of the first three
      anniversaries of the Employment date.




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




As
      previously reported on a Form 8-K filed with the SEC on June 14, 2006, effective
      June 8, 2006, Eisner LLP resigned as our independent auditors.  There
      were no disagreements with Eisner, LLP, whether or not resolved, on any matter
      of accounting principles or practices, financial statement disclosure, or
      auditing scope or procedure, which, if not resolved to Eisner LLP’s
      satisfaction, would have caused it to make reference to the subject matter
      of
      the disagreement(s) in connection with its report.




Effective
      June 13, 2006, we engaged Stark Winter Schenkein & Co., LLP, Denver,
      Colorado (“SWS”), as our principal independent accountants to perform the review
      of the financial statements for the period ended September 30, 2005 and to
      perform the audit of our financial statements for the year ended December 31,
      2005.  Neither we (nor anyone on our behalf) consulted SWS regarding
      the application of accounting principles to a specific completed or contemplated
      transaction, or the type of audit opinion that might be rendered on our
      financial statements prior to their agreement.




ITEM
                8A.
            CONTROLS
                AND PROCEDURES





The
      Company is required to maintain disclosure controls and procedures (as defined
      in Rule 13A-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934,
      as amended) that are designed to ensure that information required to be
      disclosed in our periodic reports filed under the Exchange Act is recorded,
      processed, summarized and reported within the time periods specified in the
      SEC’s rules and forms, and that such information is accumulated and communicated
      to our management, including our principal executive/financial officer, to
      allow
      timely decisions regarding required disclosure.


54
 Index


Our
      management has conducted an evaluation under the supervision of our current
      Chief Executive Officer of the effectiveness of the design and operation of
      our
      system of disclosure controls and procedures pursuant to the Exchange Act as
      of
      December 31, 2005.  Based upon that evaluation, our current Chief
      Executive Officer concluded that the Company’s disclosure controls and
      procedures were not effective, as of December 31, 2005.





Specifically,
      our current Chief Executive Officer noted the following material weaknesses
      as
      of such date:  our inability, due to lack of capital resources, to
      hire and retain personnel with background and training to fulfill role of a
      Chief Financial Officer of a publicly traded company and the inability to devote
      personnel resources to timely prepare and file financial reports; we did not
      maintain a consistent system of maintaining corporate accounting records, which
      resulted in significant difficulty in retrieving documents for our audits;
      our
      lack of documentation to support entries made to the general ledger; our lack
      of
      documentation regarding calculations for deferred revenue and depreciation
      and
      amortization; our lack of documentation and failure to review financial
      instruments to determine treatment as a derivative; and our failure to maintain
      controls to verify that ledger accounts accurately reflected the balances in
      the
      underlying documents.





Our
        management concluded that the
        material weaknesses describe above could result in material misstatements
        of
        substantially all of our financial statement accounts that would result in
        a
        material misstatement of our annual or interim consolidated financial statements
        that would not be prevented or detected on a timely basis.  Accordingly, we
        implemented corrective activities, including the performance of additional
        procedures by management designed to ensure the reliability of our financial
        reporting.  We believe that the consolidated financial statements in this
        Report fairly present, in all material respects, our financial position,
        results
        of operations, and cash flows as of the dates, and for the periods, presented,
        in conformity with GAAP.





After
        identifying the existence of the
        material weaknesses, we began a process to remediate the identified material
        weaknesses.  That process includes (a) allocating additional capital
        resources to the accounting and financial reporting function, (b) certain
        personnel changes, (c) consultation with advisors who have the background
        and
        training to implement and maintain an effective system of internal control
        and
        financial reporting, (d) increased corporate focus on key accounting controls
        and processes, including documentation requirements; (e) additional training
        for
        accounting personnel, (f) ) the implementation of more rigorous period-end
        financial reporting policies and processes involving journal-entry approval,
        supporting documentation, account reconciliations, and officer
        review.





The
      remediation plan, once fully implemented and operational, is expected to result
      in the correction of the identified material weaknesses in internal control
      over
      financial reporting.


55
 Index


ITEM
      8B. OTHER INFORMATION




None




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 as of January
      2, 2008. 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
            PositionPeter
                A. Bordes,
                Jr.
            45
            Chairman
                of the Board of
                DirectorsMichael
                S.
                Wasik
            38
            Chief
                Executive Officer, Chief
                Financial Officer, and DirectorHerbert
                I. Hunt,
                III
            51
            Director




Peter
      A. Bordes, Jr., has served as the
      Company's chairman 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 currently the CEO and founder of MediaTrust
      Inc. a convergent integrated online media and marketing company that develops
      unique, highly customized, cost-effective solutions for advertisers, marketers
      and publishers.  Prior to MediaTrust Mr. Bordes was a founder and
      Chairman of the Board of Empire Media inc., a publishing, marketing and
      technology enterprise based in New York.




Michael
      S. Wasik has served as the
      Company's chief executive officer, chief financial officer, and member of the
      Board of Directors since November 2, 2005.  Mr. Wasik founded
      SuiteSpeed, Inc., a wired and wireless high speed internet service provider,
      in
      2002 and served as its Chairman and Chief Executive Officer from its inception
      in 2002 until August 2005, when SuiteSpeed was merged into
      RoomLinX.  Prior to forming SuiteSpeed Inc, from November 1997 to
      January 2002, Mr. Wasik founded TRG Inc, and served as President and Chairman
      of
      TRG Inc. a technical consulting company.




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 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.


56
 Index


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., 2150 W. 6thAve
      Unit H Broomfield, CO 80020, Attn.:
      Michael S. Wasik, Chief Executive Officer.




SECTION
      16(A) BENEFICIAL OWNERSHIP
      REPORTING COMPLIANCE




Section
      16(a) of the Exchange Act, and the rules and regulations of the SEC there under
      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.


57
 Index


ITEM
      10. EXECUTIVE COMPENSATION




EXECUTIVE
      AND DIRECTOR COMPENSATION





Summary
      Compensation
      Table





The
      following table sets forth the cash and non-cash compensation for awarded to
      or
      earned by (i) each individual serving as our chief executive officer during
      the
      fiscal year ended December 31, 2005 and (ii) each other individual that served
      as an executive officer at the conclusion of the fiscal year ended December
      31,
      2005 and who received in excess of $100,000 in the form of salary and bonus
      during such fiscal year (collectively, the “named executive
      officers”).





Name
&
              Principal
              Position
            
            Year
            
            Salary
              ($)
            
            
            Bonus
              ($)
            
            
            Stock
              Awards
              ($)
            
            
            Option
              Awards
              ($)
            
            
            Non-Equity
              Incentive
                Plan
              Compensation
              ($)
            
            
            Nonqualified
              Deferred
              Compensation
              Earnings
                ($)
            
            
            All
                Other
              Compensation
              ($)
            
            
            Total
                ($)Michael
                S.* (1)Wasik
            
            2005(8/10/05-10/15/05)
            
            
            25,000
            
            
            
            -
            
            
            
            -
            
            
            
            
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            25,000Chief
                Executive Officer and Chief Financial Officer
            
            2005(10/15/05-12/31/05)
            
            
            15,625
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            15,6252004
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Aaron
                Dobrinsky
            
            2005
            
            
            153,226
            
            
            
            -
            
            
            
            -
            
            
            
            
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            153,226Former
                CEO
            
            2004
            
            
            100,000
            
            
            
            -
            
            
            
            -
            
            
            
            920,000
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            1,020,000Frank
                Elenio
            
            2005
            
            
            137,262
            
            
            
            -
            
            
            
            -
            
            
            
            
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            137,262Former
                CFO
            
            2004
            
            
            75,000
            
            
            
            -
            
            
            
            -
            
            
            
            460,000
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            535,000





( 1)
      On
      August, 10, 2005, Mr. Wasik was granted a five year option to purchase 1,000,000
      shares of RoomLinX common stock at an exercise price of $0.026 per share. Such
      options vested immediately.




Executive
      Employment
      Agreements





On
      August
      10, 2005 ("the Effective Date"), we entered into an employment agreement with
      Mr. Michael Wasik for Mr. Wasik to serve initially as Executive Vice President
      and now as our chief executive officer. The following is a summary of the
      material terms of the agreement.


58
 Index


Term.
      The
      initial term of the agreement was two years from the date of the agreement.
      Accordingly, the agreement has expired.




Compensation.
      Mr. Wasik's initial annual base salary under the agreement was
      $150.000.  Mr. Wasik also was eligible to receive such bonuses as may
      be determined by the Board of Compensation Committee.




Stock
      Options. Under the agreement, RoomLinX granted to Mr. Wasik a stock option
      (the
      "Wasik Option") under the RoomLinX, Inc. Long-Term Incentive Plan (the "Plan")
      for the purchase of an aggregate of 1,000,000 shares of common stock of RoomLinX
      common stock at an option price equal to $0.026 per share.  Such
      options vested immediately upon grant on August 10, 2005.




On
      November 2, 2005, the Company announced the departure of Mr. Aaron Dobrinsky
      as
      Chief Executive Officer. On May 10, 2006, the Company and Mr. Dobrinsky executed
      a Separation Agreement.  Under the terms of this Separation Agreement,
      all accrued bonuses and payroll owed to Mr. Dobrinsky were canceled, the
      remaining options granted to Mr. Dobrinsky under his Employment Agreement vested
      and the exercise price of the options was lowered to zero from $.001 per
      share.





On
      November 2, 2005, the Company announced the departure of Mr. Frank Elenio as
      Chief Financial Officer and as a Board member.  On December 15th,
      2006,
      the Company and Mr. Elenio executed a Separation Agreement.  Under the
      terms of this Separation Agreement, all accrued bonuses and payroll owed to
      Mr.
      Elenio were canceled, the remaining 2,000 options granted to Mr. Elenio under
      his Employment Agreement vested and the exercise price remained $.001 per share.
      Accordingly, the options have expired.




Outstanding
      Equity Awards At
      Fiscal Year-End Table (Fiscal Year-End December 31, 2005)





Option
                Awards
            
            
            Stock
                AwardsName
            
            Number
                of Securities Underlying Unexercised
                Options (#) Exercisable
            
            
            Number
                of Securities Underlying Unexercised
                Options (#) Unexercisable
            
            
            Equity
                Incentive Plan Awards: Number of Securities
                Underlying Unexercised Unearned Options (#)
            
            
            Option
                Exercise Price ($)
            
            Estimated
                Per Share Market Value at Grant Date if
                Greater than Exercise Price ($)
            
            Option
                Expiration Date
            
            
            Number
                of Shares or Units of Stock That Have Not
                Vested (#)
            
            
            Market
                Value of Shares or Units of Stock That Have
                Not Vested ($)
            
            
            Equity
                Incentive Plan Awards: Number of Unearned
                Shares, Units or Other Rights That Have Not Vested
                (#)
            
            Equity
                Incentive Plan Awards: Market or Payout
                Value of Unearned Shares, Units or Other Rights That Have Not Vested
                ($)Michael
                S. Wasik
            
            
            -
            
            
            
            1,000,000
            
            
            
            1,000,000
            
            
            
            0.026
            
            -
            
            10/30/2010
            
            
            
            -
            
            
            
            -
            
            
            
            -




59
 Index




Director
      Compensation Table
– Fiscal Year-End December 31, 2005





Name
            
            Fees
              Earned
                or
              Paid
                in
              Cash
                ($)
            
            
            Stock
              Awards
              ($)
            
            
            Option
              Awards
              ($)
            
            
            Non-Equity
              Incentive
                Plan
              Compensation
              ($)
            
            
            Nonqualified
              Deferred
              Compensation
              Earnings
                ($)
            
            
            All
                Other
              Compensation
              ($)
            
            
            Total
              ($)Michael
                S. Wasik
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Herbert
                Hunt
            
            $
            20,000*Peter
                Bordes
            
            $
            20,000*Aaron
                DobrinskyFrank
                Elenio





*
      Such
      amounts were accrued but not paid in 2005.




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 January 2, 2008, 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 January 2, 2008 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.


60
 Index


COMMON
      STOCK




Name
                and Address
              Percent*
            Shares
                Beneficially Owned
                NumberMichael
                S. Wasik **
            33,900,23118.7%2925
                N. Torrey’s PeakSuperior
                CO 80027Herbert
                I. Hunt, III
            8,134,6125.23%
                ***H.I.
                Hunt & Company, LTD.2
                Avery St., #30-GBoston,Massachusetts
                02111Peter
                A. Bordes, Jr.
            9,724,1486.19%
                ****62
                White StreetSuite
                3 EastNew
                York, New York 10013All
                directors and current executive officers as a group (3
                persons)
            51,758,99125.99%




61
 Index


PREFERRED
        STOCK





Name
                and
                Address
              Percent*
            Shares
                Beneficially Owned
                NumberHerbert
                I. Hunt, III
            00%H.I.
                Hunt & Company, LTD.P.O.
                Box 120220 Boston, Massachusetts 02112-0220Peter
                A. Bordes, Jr.
            00%62
                White StreetSuite
                3 EastNew
                York, New York 10013Michael
                S. Wasik
            02925
                N. Torrey’s Peak DrSuperior,
                CO 80027All
                directors and current executive officers as a group (3
                persons)
            00%





*
            Based
                on 147,368,384 shares of
                Common Stock and 720,000 shares of Preferred Stock issued and outstanding
                as of January 2, 2008.





**
            Includes
                25,233,566 shares owned by Mr. Wasik and options to purchase 1,000,000
                shares at $0.026 per share which are fully vested and expire on August
                10,
                2015 and options to purchase 10,000,000 shares at $0.02 per share
                which
                expire on November 20, 2011, of which 6,666,666 are vested and the
                remainder will vest on August 10, 2008 if Mr. Wasik remains employed
                by
                the Company on such date.





***
            Includes
                6,134,612 shares owned by Mr. Hunt, options to purchase 500,000 shares
                at
                $0.10 per share which are fully vested and expire on January 25,
                2010,
                options to purchase 1,000,000 shares at $0.02 per share which are
                fully
                vested and expire on November 20, 2011 and options to purchase 500,000
                shares at $0.025 per share which are fully vested and expire on May
                4,
                2012.





****
            Includes
                7,724,148 shares owned by Mr. Bordes, options to purchase 500,000
                shares
                at $0.10 per share, which are fully vested and expire on January
                25, 2010,
                options to purchase 1,000,000 shares at $0.02 per share, which are
                fully
                vested and expire on November 20, 2011 and options to purchase 500,000
                shares at $0.025 per share, which are fully vested and expire on
                May 4,
                2012.


62
 Index




ITEM
      12. CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS




On
      August
      10, 2005, the Registrant issued to Michael Wasik, who is now the President
      and
      Chief Executive Officer, a total of 25,233,566 shares of Common Stock in
      connection with the merger of SuiteSpeed, Inc. with the Registrant and the
      cancellation of certain liabilities of SuiteSpeed, Inc. to Mr.
      Wasik.




On
      August
      10, 2005, the Registrant’s Board of Directors approved the grant, under the
      Registrant’s Long-Term Incentive Plan, of an aggregate of 1,000,000 Incentive
      Stock Options (“ISOs”) to Mr. Wasik, which vest immediately.




On
      November 20, 2006, the Registrant’s Board of Directors agreed to issue, based on
      the closing price of the Registrant’s Common Stock on November 20, 2006 (later
      determined to be $0.02 per share), (i) to each of Peter Bordes and Herbert
      Hunt
      shares of the Registrant’s Common Stock having an aggregate value of $60,000 as
      payment in full of their respective Board compensation owed to them for the
      three-year period 2004 – 2006 and (ii) to Mr. Dobrinsky shares of the
      Corporation’s Common Stock having an aggregate value of $20,000 as payment in
      full of his respective Board compensation owed to him for 2006.




On
      November 20, 2006, the Registrant’s Board of Directors approved the grant, under
      the Registrant’s Long-Term Incentive Plan, of an aggregate of 11,400,000
      Incentive Stock Options (“ISOs”) and an aggregate of 3,700,000 Non-Qualified
      Stock Options (“NQOs”).  10,000,000 of the ISOs were granted to Mr.
      Wasik, the President, Chief Executive Officer and Chief Financial Officer of
      the
      Registrant, of which (i) 6,000,000 vest immediately and (ii) 4,000,000 vest
      over
      three years with one-third vesting on the first anniversary of Mr. Wasik’s
      employment with the Registrant and an additional one-third vesting on each
      of
      the following two anniversaries thereof.  1,000,000 of the NQOs were
      granted to each of Peter Bordes and Herbert Hunt with respect to their service
      as members of the Board of Directors of the Registrant during 2005 and 2006
      and
      vest immediately.  500,000 of the NQOs were granted to Aaron Dobrinsky
      with respect to his service as a member of the Board of Directors of the
      Registrant during 2006 and vested immediately.




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
      Communications, Inc., Old RoomLinX and the registrant (the "Merger Agreement")
      is incorporated by reference to Annex A to the definitive proxy statement filed
      by Arc Communications, Inc. with the SEC on June 15, 2004


63
 Index


2.2
      Amendment No. 1 to the Merger Agreement is incorporated by reference to Annex
      E
      to the definitive proxy statement filed by Arc Communications, Inc. 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 Communications, Inc. 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 June 14,
      2007.




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




10.2
      Employment agreement between the
      registrant and Michael Wasik is incorporated by reference to Exhibit 10.2 of
      the
      registrant’s current report on Form 8-K filed with the SEC on August 16,
      2005.




10.3
      Separation Agreement dated April 26, 2006 between the Company and Mr. Aaron
      Dobrinsky is incorporated by reference to Section 10.1 of the registrant’s Form
      10-QSB for the quarter ended September 30, 2005.




10.4
      Securities Purchase Agreement dated as of June 11, 2007, 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 June 14, 2007.




10.5
      Agreement and Plan of Merger, dated
      as of August 10, 2005 by and among the registrant, SS-R Acquisition Corp. and
      SuiteSpeed, Inc., incorporated by reference to Exhibit 10.1 of the registrant’s
      current report on Form 8-K filed with the SEC on August 16,
      2005.




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




64
 Index





*
      32.1 Certification of the chief executive officer
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002




*
      99.1 Risk Factors




*
      99.2 Press
      Release issued by the Registrant, February 4, 2008.




ITEM
      14. PRINCIPAL
      ACCOUNTANT FEES AND SERVICES.




AUDIT
      FEES




The
      aggregate fees for professional
      services rendered by Eisner LLP for the reviews of the financial statements
      included in our Quarterly Reports on Form 10-QSB through June, 30 2005, were
      $24,500. The aggregate fees for professional services rendered by Stark Winter
      Schenkein & Co LLP for the audit of the annual consolidated financial
      statements of RoomLinX, Inc. for the fiscal year ended December 31, 2005, and
      for the reviews of the financial statements included in RoomLinX, Inc. Quarterly
      Reports on Form 10-QSB for the fiscal year ended December 31, 2005, were
      $28,000. The aggregate fees for professional services rendered by Eisner LLP
      for
      the audit of the annual consolidated financial statements of RoomLinX, Inc.
      for
      the fiscal year ended December 31, 2004, and for the reviews of the financial
      statements included in RoomLinX, Inc. Quarterly Reports on Form 10-QSB for
      the
      fiscal year ended December 31, 2003, were $51,000.




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, 2005 or for
      services to RoomLinX, Inc. for the fiscal year ended December 31, 2004, other
      than the fees for services described under "Audit Fees". Stark Winter Schenkein
      & Co LLP did not receive fees for services to the Company for the fiscal
      year ended December 31, 2005 other than the fees for services described under
      “Audit Fees.”




AUDIT
      COMMITTEE ADMINISTRATION OF THE
      ENGAGEMENT




Before
      Stark Winter Schenkein & Co
      LLC was engaged by the Company for the 2005 audit, Stark Winter Schenkein &
Co LLC’s engagement and engagement letter were approved by the Company's audit
      committee.




65
 Index




Signatures
 
 Pursuant
        to the requirements of the Securities Exchange Act of 1934, the Registrant
        caused this report to be signed on its behalf by the undersigned, thereunto
        duly
        authorized.
 
 RoomLinX,
                  Inc.By:
              /s/
                  Michael S. WasikMichael
                  S. WasikChief
                  Executive OfficerDate:
              January
                  31, 2008
 
 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.
 
 
 By:
              /s/
                  Peter A. Bordes, Jr.Peter
                  A. Bordes, Jr.Chairman
                  of the Board of DirectorsDate:
              January
                  31,
                  2008By:
              /s/
                  Michael S. WasikMichael
                  S. WasikChief
                  Executive Officer,Chief
                  Financial Officer and DirectorDate:
              January
                  31, 2008By:
              /s/
                  Herbert I. Hunt,
                  IIIHerbert
                  I. Hunt, IIIDirectorDate:
              January
                  30, 2008