UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Date of report (Date of earliest event reported): March 3, 2005

                                 ROOMLINX, INC.
             (Exact Name of Registrant as Specified in its Charter)


           Nevada                       000-26213                  83-0401552
--------------------------------------------------------------------------------
(State or Other Jurisdiction    (Commission File Number)        (IRS Employer
      of Incorporation)                                      Identification No.)


   401 Hackensack Avenue, 3rd Floor, Hackensack, New Jersey          07601
--------------------------------------------------------------------------------
   (Address of principal executive offices)                       (Zip Code)


        Registrant's telephone number, including area code (201) 525-1777
        --------------------------------------------------


         Check the  appropriate  box below if the Form 8-K filing is intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
      CFR 240.14a-12)

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         See the discussion under Item 3.02, below, which is incorporated herein
by reference.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

         Sale of Convertible Debentures and Warrants

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

         The Convertible  Debentures  mature on the earlier of September 2, 2005
or the date the  Company  consummates  a  subsequent  financing  with gross cash
proceeds of at least $1.0 million,  bear interest at a rate of 11% per annum and
are convertible  into shares of the Company's Common Stock at a conversion price
equal to $0.075 per share of Common Stock,  subject to adjustment.  The Warrants
are  exercisable at an initial cash exercise price of $0.075 per share,  subject
to adjustment, and expire on September 2, 2010.

         Registration Rights

         In connection with the sale and issuance of the Convertible  Debentures
and Warrants,  the Company and the Investors entered into a Registration  Rights
Agreement,  pursuant  to which the Company  agreed to prepare  and file,  upon a
written  request of the  Investors  if the Company has not filed a  registration
statement  within four months after the closing date, a  registration  statement
with the SEC  covering the resale of the shares of Common  Stock  issuable  upon
conversion of the  Convertible  Debentures and exercise of the Warrants.  If the
registration statement is not timely filed, or declared effective within 90 days
after  filing  with the SEC or, if after  the  registration  statement  is first
declared  effective  by the SEC it ceases for any reason to remain  continuously
effective  for more than 20  consecutive  calendar days or more than 40 calendar
days during any 12 month  period,  the Company will be required to pay specified
liquidated  damages to the  Investors  as set forth in the  Registration  Rights
Agreement.

         Placement Agent's Fees

         The Company retained Casimir Capital L.P. to act as its placement agent
and  agreed  to pay  Casimir  a cash fee of  $99,000  and to  issue  to  Casimir
five-year warrants to purchase 1,430,000 shares of the Company's Common Stock at
an exercise  price of $0.075 per share.  The Company  also agreed to pay Casimir
$15,000  for  its  legal  and   administrative   fees  in  connection  with  the
transactions contemplated by the Securities Purchase Agreement,

         Exemption from Registration

         The sale of  Convertible  Debentures  and Warrants to the Investors was
not registered under the Securities Act of 1933, as amended (the "Act"), and the
Convertible  Debentures  and Warrants  were issued and sold in reliance upon the

                                      -2-
<PAGE>

exemption from registration  contained in Section 4(2) of the Act and Regulation
D promulgated  thereunder.  The Convertible  Debentures and the Warrants and the
underlying  shares of  Common  Stock may not be  offered  or sold in the  United
States in the absence of an  effective  registration  statement  or an exemption
from the registration requirements under the Act.

         Copies of the Agreements

         Copies of the definitive  agreements  relating to the sale and issuance
of the  Convertible  Debentures and the Warrants are filed herewith as Exhibits.
The summary of terms set forth above is qualified by reference to such exhibits.

         Press Release

         On March 4, 2005,  the Company  issued a press release  announcing  the
consummation  of the sale and  issuance of the  Convertible  Debentures  and the
Warrants. A copy of the press release is filed herewith as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits.

         There  are  filed as part of this  report  the  exhibits  listed on the
accompanying Index to Exhibits, which is incorporated herein by reference.

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                 ROOMLINX, INC.



                                                 By: /s/ Frank Elenio
                                                     -------------------------
                                                     Frank Elenio
                                                     Chief Financial Officer

Dated:  March 4, 2005


                                      -3-

<PAGE>

                                INDEX TO EXHIBITS


EXHIBIT NO.                          DESCRIPTION
-----------   ------------------------------------------------------------------

4.1           Form of Convertible Debenture of RoomLinX, Inc.

4.2           Form of Warrant to Purchase Common Stock of RoomLinX, Inc.

10.1          Securities Purchase Agreement, dated as of March 2, 2005, by and
              among RoomLinX, Inc. and the Investors named therein.

10.2          Registration Rights Agreement, dated as of March 2, 2005, by and
              among RoomLinX, Inc. and the Investors named therein.

99.1          Press Release issued by RoomLinX, Inc. on March 4, 2005.



                                      -4-
{"company-data": {"conformed-name": "ROOMLINX INC", "cik": "0001021096", "assigned-sic": "8742", "irs-number": "223201557", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-26213", "film-number": "05662756"}, "business-address": {"street1": "788 SHREWSBURY AVE", "city": "TINTON", "state": "NJ", "zip": "07724", "phone": "(201) 525-1777"}, "mail-address": {"street1": "788 SHREWSBURY AVE", "city": "TITON", "state": "NJ", "zip": "07724"}, "former-company": [{"former-conformed-name": "ARC COMMUNICATIONS INC", "date-changed": "19990527"}, {"former-conformed-name": "ALLIANCE TELECOMMUNICATIONS HOLDING CORP", "date-changed": "19970212"}]}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Date of report (Date of earliest event reported): March 3, 2005

                                 ROOMLINX, INC.
             (Exact Name of Registrant as Specified in its Charter)

           Nevada                       000-26213                  83-0401552
--------------------------------------------------------------------------------
(State or Other Jurisdiction    (Commission File Number)        (IRS Employer
      of Incorporation)                                      Identification No.)

   401 Hackensack Avenue, 3rd Floor, Hackensack, New Jersey          07601
--------------------------------------------------------------------------------
   (Address of principal executive offices)                       (Zip Code)

        Registrant's telephone number, including area code (201) 525-1777
        --------------------------------------------------

         Check the  appropriate  box below if the Form 8-K filing is intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
      CFR 240.14a-12)

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         See the discussion under Item 3.02, below, which is incorporated herein
by reference.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

         Sale of Convertible Debentures and Warrants

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

         The Convertible  Debentures  mature on the earlier of September 2, 2005
or the date the  Company  consummates  a  subsequent  financing  with gross cash
proceeds of at least $1.0 million,  bear interest at a rate of 11% per annum and
are convertible  into shares of the Company's Common Stock at a conversion price
equal to $0.075 per share of Common Stock,  subject to adjustment.  The Warrants
are  exercisable at an initial cash exercise price of $0.075 per share,  subject
to adjustment, and expire on September 2, 2010.

         Registration Rights

         In connection with the sale and issuance of the Convertible  Debentures
and Warrants,  the Company and the Investors entered into a Registration  Rights
Agreement,  pursuant  to which the Company  agreed to prepare  and file,  upon a
written  request of the  Investors  if the Company has not filed a  registration
statement  within four months after the closing date, a  registration  statement
with the SEC  covering the resale of the shares of Common  Stock  issuable  upon
conversion of the  Convertible  Debentures and exercise of the Warrants.  If the
registration statement is not timely filed, or declared effective within 90 days
after  filing  with the SEC or, if after  the  registration  statement  is first
declared  effective  by the SEC it ceases for any reason to remain  continuously
effective  for more than 20  consecutive  calendar days or more than 40 calendar
days during any 12 month  period,  the Company will be required to pay specified
liquidated  damages to the  Investors  as set forth in the  Registration  Rights
Agreement.

         Placement Agent's Fees

         The Company retained Casimir Capital L.P. to act as its placement agent
and  agreed  to pay  Casimir  a cash fee of  $99,000  and to  issue  to  Casimir
five-year warrants to purchase 1,430,000 shares of the Company's Common Stock at
an exercise  price of $0.075 per share.  The Company  also agreed to pay Casimir
$15,000  for  its  legal  and   administrative   fees  in  connection  with  the
transactions contemplated by the Securities Purchase Agreement,

         Exemption from Registration

         The sale of  Convertible  Debentures  and Warrants to the Investors was
not registered under the Securities Act of 1933, as amended (the "Act"), and the
Convertible  Debentures  and Warrants  were issued and sold in reliance upon the

                                      -2-
exemption from registration  contained in Section 4(2) of the Act and Regulation
D promulgated  thereunder.  The Convertible  Debentures and the Warrants and the
underlying  shares of  Common  Stock may not be  offered  or sold in the  United
States in the absence of an  effective  registration  statement  or an exemption
from the registration requirements under the Act.

         Copies of the Agreements

         Copies of the definitive  agreements  relating to the sale and issuance
of the  Convertible  Debentures and the Warrants are filed herewith as Exhibits.
The summary of terms set forth above is qualified by reference to such exhibits.

         Press Release

         On March 4, 2005,  the Company  issued a press release  announcing  the
consummation  of the sale and  issuance of the  Convertible  Debentures  and the
Warrants. A copy of the press release is filed herewith as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits.

         There  are  filed as part of this  report  the  exhibits  listed on the
accompanying Index to Exhibits, which is incorporated herein by reference.

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                 ROOMLINX, INC.

                                                 By: /s/ Frank Elenio
                                                     -------------------------
                                                     Frank Elenio
                                                     Chief Financial Officer

Dated:  March 4, 2005

                                      -3-
INDEX TO EXHIBITS

EXHIBIT NO.                          DESCRIPTION
-----------   ------------------------------------------------------------------

4.1           Form of Convertible Debenture of RoomLinX, Inc.

4.2           Form of Warrant to Purchase Common Stock of RoomLinX, Inc.

10.1          Securities Purchase Agreement, dated as of March 2, 2005, by and
              among RoomLinX, Inc. and the Investors named therein.

10.2          Registration Rights Agreement, dated as of March 2, 2005, by and
              among RoomLinX, Inc. and the Investors named therein.

99.1          Press Release issued by RoomLinX, Inc. on March 4, 2005.

                                      -4-