U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-QSB





Quarterly
Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934





For the
quarterly period ended March 31, 2006





Commission
File No. 000-26213





ROOMLINX,
INC.




(Exact
name of small business issuer as specified in its charter)








Nevada
            
            83-0401552(State
      or other jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)





2150 – W.
6th
Ave., Unit H Broomfield, Colorado 80020


(Address
of principal executive offices)





(303)
544-1111


(Issuer's
telephone number)








Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for
the past 90 days. Yes oNo x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes oNo x




The
number of shares outstanding of the Issuer's common stock as of June 23, 2008
was 151,892,050.





Transitional
Small Business Disclosure Format (Check one): Yes oNo x












ROOMLINX, INC.


INDEXPART
      I. FINANCIAL
      INFORMATIONItem
      1.Financial
      Statements (Unaudited)Consolidated Balance Sheet as of March 31,
      2006Consolidated Statements of Operations for the Three
      Months Ended March 31, 2006 and 2005Consolidated Statements of Cash Flows for the Three
      Months Ended March 31, 2006 and 2005Notes to Consolidated Financial
    StatementsItem
      2.  Management's Discussion and Analysis of Financial
      Condition and Results of OperationsGeneralCritical Accounting Policies and
      EstimatesForward-Looking StatementsResults of OperationsLiquidity and Capital ResourcesForeign
      Currency Exchange Rate RiskRecent
      Accounting PronouncementsItem
      3. Controls and ProceduresPART
      II. OTHER
      INFORMATIONItem
      2. Unregistered Sales of Equity Securities and Use of
      ProceedsItem
      3. Defaults
      under Senior SecuritiesItem
      6.   ExhibitsSignatures






Index






PART
I.  FINANCIAL INFORMATION
   Index


RoomLinX, Inc.CONSOLIDATED BALANCE
      SHEETMarch
      31, 2006(Unaudited)ASSETSCurrent
      assets:Cash
      and cash equivalents
              
              $
              78,149Accounts
      receivable, net
              
              
              354,626Prepaid
      and other current assets
              
              
              26,702Work
      in progress
              
              
              17,224Total
      current assets
              
              
              476,701Property
      and equipment, net
              
              
              29,648Total
      assets
              
              $
              506,349LIABILITIES AND
      STOCKHOLDERS' (DEFICIT)Current
      liabilities:Accounts
      payable and accrued expenses
              
              $
              1,000,707Convertible
      debentures
              
              
              1,100,000Notes
      payable
              
              
              295,000Officer
      and stockholder notes payable
              
              
              280,000Accrued
      interest and penalties
              
              
              295,970Obligations
      under capital lease
              
              
              315,134Deferred
      revenue
              
              
              174,598Total
      current liabilities
              
              
              3,461,409Stockholders'
      (deficit):Preferred
      stock - $0.20 stated value, 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
      shares issued and outstanding
              
              
              132,868Additional
      paid-in capital
              
              
              18,544,462Accumulated
      (deficit)
              
              
              (21,776,390
              )Total
      stockholders' (deficit)
              
              
              (2,955,060
              )Total
      liabilities and stockholders' (deficit)
              
              $
              506,349
  The
accompanying notes are an integral part of these consolidated financial
statements.
 Index
 
 RoomLinX, Inc.CONSOLIDATED
      STATEMENTS OF OPERATIONSfor
      the Three Months Ended March 31, 2006 and 2005(Unaudited)2006
              
              
              2005RevenuesSystem
      sales and installation
              
              $
              228,009
              
              
              $
              313,219Service,
      maintenance and usage
              
              
              371,714
              
              
              
              233,820599,723
              
              
              
              547,039Costs
      and expensesSystem
      sales and installation
              
              
              106,510
              
              
              
              276,030Service,
      maintenance and usage
              
              
              210,953
              
              
              
              337,453Sales
      and marketing
              
              
              39,868
              
              
              
              160,358General
      and administrative
              
              
              80,893
              
              
              
              337,913Depreciation
              
              
              11,482
              
              
              
              32,185449,706
              
              
              
              1,143,939Operating
      income (loss)
              
              
              150,017
              
              
              
              (596,900
              )Other
      income (expenses)Interest
      expense
              
              
              (95,726
              )
              
              
              (229,263
              )Financing
      expense
              
              
              -
              
              
              
              (34,998
              )Foreign
      currency gain (loss)
              
              
              16,510
              
              
              
              27,052Other
      income
              
              
              (382
              )
              
              
              -Income
      from discharge of indebtedness
              
              
              162,067
              
              
              
              -82,469
              
              
              
              (237,209
              )Income
      (loss) before income taxes
              
              
              232,486
              
              
              
              (834,109
              )Provision
      for income taxes
              
              
              -
              
              
              
              -Net
      income (loss)
              
              $
              232,486
              
              
              $
              (834,109
              )Net
      income (loss) per common share:Basic
              
              $
              0.00
              
              
              $
              (0.01
              )Diluted
              
              $
              0.00
              
              
              $
              (0.01
              )Weighted
      average shares outstanding:Basic
              
              
              132,868,381
              
              
              
              104,166,799Diluted
              
              
              178,066,096
              
              
              
              104,166,799
   
 Index
 
 RoomLinX, Inc.CONSOLIDATED STATEMENTS OF CASH
      FLOWSfor
      the Three Months Ended March 31, 2006 and 2005(Unaudited)2006
              
              
              2005Cash
      flows from operating activities:Net
      cash (used in) operating activities
              
              $
              (62,607
              )
              
              $
              (676,565
              )Cash
      flows from investing activities:Net
      cash provided by investing activities
              
              
              -
              
              
              
              -Cash
      flows from financing activities:Cash
      proceeds from convertible debentures
              
              
              -
              
              
              
              993,500Principal
      payments on convertible debenture
              
              
              -
              
              
              
              (10,000
              )Principal
      payments on notes payable
              
              
              (40,000
              )
              
              
              (90,000
              )Proceeds
      from loans and issuance of warrants
              
              
              -
              
              
              
              120,000Net
      cash (used in) provided by financing activities
              
              
              (40,000
              )
              
              
              1,013,500Net
      increase (decrease) in cash and equivalents
              
              
              (102,607
              )
              
              
              336,935Cash
      and equivalents at beginning of period
              
              
              180,756
              
              
              
              10,141Cash
      and equivalents at end of period
              
              $
              78,149
              
              
              $
              347,076Supplemental
      Cash Flow InformationInterest
      paid
              
              $
              6,932
              
              
              $
              2,335Non-cash
      investing and financing activities:Value
      of warrants issued and beneficial conversion in conjunction with loans and
      convertible debt
              
              $
              -
              
              
              $
              1,100,000
     Index
 RoomLinX, Inc.
 Notes
to Consolidated Financial Statements
 March
31, 2006
 (Unaudited)
 
 
 1.
                  Overview
      and Summary of Significant Accounting
Policies
  Basis
of Presentation:    The accompanying unaudited
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
information.  They do not include all of the information and footnotes
required by accounting principles generally accepted in the United States of
America for complete financial statements.  In the opinion of
management, all adjustments, consisting only of normal recurring adjustments,
considered necessary for a fair presentation, have been included in the
accompanying unaudited financial statements.  Operating results for
the periods presented are not necessarily indicative of the results that may be
expected for the full year.  For further information, refer to the
financial statements and notes thereto, included in the Company's Form 10-KSB as
of and for the year ended December 31, 2005.
 
 Per
Share Amounts:    The Company computes net income
(loss) per share under the provisions of SFAS No. 128, “Earnings per Share”
(SFAS 128).  Under the provisions of SFAS 128, basic net income (loss)
per share is computed by dividing the Company’s net income (loss) for the period
by the weighted-average number of shares of common stock outstanding during the
period.  Diluted net income (loss) per share excludes potential common
shares if the effect is anti-dilutive.  Diluted net income (loss) per
share is determined in the same manner as basic net income (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 income (loss) the
related interest expense.
  Stock
Option Plans:    Effective January 1, 2006, we
implemented SFAS No. 123(R), “Share-BasedPayments,” 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.  .  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, the intrinsic value method was applied
and no compensation expense 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.
 
 Reclassification:    Certain
amounts in the 2005 financial statements have been reclassified to conform to
the 2006 presentation.  There is no effect on previously reported net
income or earnings per share.
 
 2.
                  Going
      Concern
 
 The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. The Company has incurred
significant operating losses since its inception and, as of March 31, 2006, had
a working capital deficit of $2,984,708, an accumulated deficit of $21,776,390,
and a stockholders' deficit of $2,955,060.  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.
 
 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.
                  Officer
      and Stockholder Notes Payable
 
 Index
  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.  During 2005, the Company repaid $40,000 of the notes and
the outstanding balance at March 31, 2006 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 $37,133 amortized during the quarter ended
March 31, 2005.
 
 The
Company was not able to retire the promissory notes as scheduled and, as of
March 31, 2006, was in default of the repayment terms.  Subsequent to
March 31, 2006, the notes were settled for $140,000 (see Note 7).
 
 4.
                  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% and is payable in monthly principal
installments of $10,000 with the entire remaining balance due on or before
September 1, 2006.  At March 31, 2006, the outstanding balance was
$220,000.  The due date of the note was subsequently 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.   Subsequent to March
31, 2006, the note was settled for $37,500 (see Note 7).
 
 5.
                  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 were $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.
 
 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 March 31, 2006, was in default of the repayment
terms.   Subsequent to March 31, 2006, the debentures were
settled for $550,000 (see Note 7).
 
 6.
                  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 March 31, 2006, there were 720,000 shares of
preferred stock issued and outstanding.  Dividends accrued and unpaid
as of March 31, 2006 were $97,680.
 
 Common
Stock:   The Company has authorized 245,000,000
shares of $0.001 par value common stock.  As of March 31, 2006, there
were 132,868,381 shares of common stock issued and outstanding.
 
 Index
 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 two years from the date of issue.
 
 Outstanding
and Exercisable Warrants
 
 Exercise
      Price
                  
                  Number
      of Shares
                  
                  
                  Remaining
      Contractual Life (in years)
                  
                  
                  Exercise
      Price times Number of Shares
                  
                  
                  Weighted
      Average Exercise Price$0.075
                  
                  
                  10,963,333
                  
                  
                  3
                  
                  
                  $
                  822,250$0.220
                  
                  
                  1,701,048
                  
                  
                  <1
                  
                  
                  
                  374,231$0.100
                  
                  
                  1,600,000
                  
                  
                  <1
                  
                  
                  
                  160,000$0.150
                  
                  
                  7,666,667
                  
                  
                  <1
                  
                  
                  
                  1,150,00021,931,048
                  
                  
                  
                  
                  
                  
                  $
                  2,506,481
                  
                  
                  $0.114
 
 
 
 
 
 Warrants
                  
                  Number
      of
                    Shares
                  
                  
                  Weighted
      Average Exercise PriceOutstanding
      at January 1, 2006
                  
                  
                  27,076,950
                  
                  
                  $
                  0.134Issued
                  
                  
                  ---
                  
                  
                  
                  ---Exercised
                  
                  
                  ---
                  
                  
                  
                  ---Expired
      / Cancelled
                  
                  
                  (5,145,902
                  )
                  
                  
                  0.220Outstanding
      at March 31, 2006
                  
                  
                  21,931,048
                  
                  
                  $
                  0.114
 
 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 March 31, 2006, 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.
 
 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
                  
                  
                  8
                  
                  
                  $
                  26,000$0.010
                  
                  
                  6,000,000
                  
                  
                  4
                  
                  
                  
                  60,000$0.100
                  
                  
                  1,000,000
                  
                  
                  2
                  
                  
                  
                  100,000$0.080
                  
                  
                  600,000
                  
                  
                  <1
                  
                  
                  
                  48,0008,600,000
                  
                  
                  
                  
                  
                  $
                  234,000
                  
                  
                  $0.027
  Index
  Options
                  
                  Number
      of
                    Shares
                  
                  
                  Weighted
      Average Exercise PriceOutstanding
      at December 31, 2005
                  
                  
                  8,600,000
                  
                  
                  $
                  0.027Granted
                  
                  
                  -
                  
                  
                  
                  -Exercised
                  
                  
                  -
                  
                  
                  
                  -Expired
                  
                  
                  -
                  
                  
                  
                  -Outstanding
      at March 31, 2006
                  
                  
                  8,600,000
                  
                  
                  $
                  0.027Exercisable
      at March 31, 2006
                  
                  
                  8,600,000
                  
                  
                  $
                  0.027
 
  7.
                  Subsequent
      Events
  On
November 20, 2006, we issued (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 Aaron Dobrinsky, 1,000,000
shares of our 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, we granted under our Long-Term Incentive Plan, an aggregate
of 12,300,000 Incentive Stock Options (“ISOs”) and an aggregate of
3,600,000 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. The remaining 2,300,000 incentive stock options were issued to
employees. 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. The remaining 1,100,000 non-qualified stock options
were granted to consultants.
  On
December 28, 2006 we issued three bridge notes in the principal amounts of
$50,000 each, and three 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 the convertible debentures dated June 11, 2007.
  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 as 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 as 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.
    Index
 
 1.
                    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.
  2.
                    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.
  3.
                    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 $300,000 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.
  On
August 6, 2007, we issued 7,500,000 shares of our common stock, as compensation
for services rendered to, or the settlement of obligations owed by, the
Company.
  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.
  On
October 1, 2007, the Board approved issuance of 1,699,726 shares of our common
stock, as interest for the third quarter of  2007, pursuant to the
clauses outlined in the convertible debenture agreements of June 11,
2007.
  On
January 1, 2008, the Board approved issuance of 1,437,041 shares of our common
stock, as interest for the fourth quarter of 2007, pursuant to the clauses
outlined in the convertible debenture agreements of June 11, 2007.
  On April
1, 2008, the Board approved issuance of 1,386,885 shares of our common stock, as
interest for the first quarter of  2008, pursuant to the clauses
outlined in the convertible debenture agreements of June 11, 2007.
  On April
14, 2008, we issued to Creative Hospitality Associates (“CHA”) a Warrant
pursuant to a sales agent Agreement with CHA (the “Agreement”).
 
 The
Warrant is initially exercisable for Series B Preferred Stock.  At such
time as we have a sufficient number of shares of Common Stock authorized to
permit the exercise of the Warrant for Common Stock (the “Triggering Event”),
the Warrant will automatically be exercisable for Common Stock and not Series B
Preferred Stock.  The maximum number of shares of Common Stock for which
the Warrant is ultimately exercisable for is 15,000,000 and the ultimate
exercise price per share of Common Stock for which the Warrant is exercisable is
$0.02 per share, each of which is subject to adjustment and the conditions
contained in the Warrant.  The Warrant becomes ultimately exercisable for
such 15,000,000 shares of Common Stock pursuant to a vesting schedule as set
forth in the Warrant that provides that the Warrant becomes ultimately
exercisable for 500,000 shares of Common Stock with each 1,000 rooms in a hotel
or other property that CHA or its affiliate introduces to us and in which our
Media and Entertainment System is installed.
 
 On May
15, 2008, 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 100,000 Incentive Stock Options and an aggregate of 100,000
Non-Qualified Stock Options.  Such options were issued at an exercise
price of $0.017 per share and vest one-third (1/3) on each of the first three
anniversaries of the Employment date.
  Index
  Item
      2.
                    Management's Discussion and Analysis of Financial
      Condition and Results of
Operations.
 
 GENERAL
   RoomLinX, Inc., aNevadacorporation ("We," "Us" or the
"Company"), providestwocore products and
services:
  1. Wired networking solutions andwirelessfidelity networkingsolutions, also known as Wi-Fi, for high
speed internet access to hotels, convention centers, corporate apartments and
special events locations. The Company installs and creates services that address
the productivity and communications needs of hotel guests, convention center exhibitors and
corporate apartment customers. We specialize in providing advanced Wi-Fi
wireless services such as the wireless standards known as
802.11a/b/g.
  Hotel customers sign long-term service
agreements, where we provide the maintenance for the networks, as well as
the right to provide value added services over the network.
  We derive our revenues primarily from
the installation of the wired and wireless networks we provide to hotels,
convention centers and apartment buildings. We derive additional revenue from the
maintenance of these networks. Customers typically pay a one-time fee for the
installation of the network and then pay monthly maintenance fees for the upkeep
and support of the network. During March 1999, we commencedoffering our services commercially.
Since our inception, we have invested significant capital to build our technical
infrastructure and network operations.
  2. In-roommedia andentertainmentsolutions forhotels, resorts, andtime-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 adult,Hollywood, and specialty programming, music,
internet based television programming, digital global
newspapers, global radio and television stations, business applications
(allowing the guest to use Microsoft Office programs), andhotel-specific services and
advice.
  The Company provides proprietary
software an LCD television,
a media console (consisting of a full powered pc, 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
2007.   SinceJune 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
currently have signed agreements to install our product into two properties as a
Beta test.  The first property is the Jet Hotel in Downtown Denver and
the second property is a select service property in the Denver Technological
Center managed and owned by a large hotel corporation.
  We
affected a 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.
  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
ACCOUNTINGPOLICIES AND ESTIMATES
 
  Management's Discussion and Analysis of
Financial Condition and Results of Operations discuss 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 therelated 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 carry forwards 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 carry forwards.  Accordingly, we have recorded a
valuation allowance to offset the deferred tax asset.
 
 Effective January 1, 2006, we
implemented SFAS No. 123(R), “Share-BasedPayments,” 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.  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, the intrinsic value method was applied and no compensation expense
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.
 
 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.
  RESULTS
OF OPERATIONS
  Three months ended March 31,
2006 compared to three months ended March 31, 2005:
 
 For thethree monthsendedMarch31, 2006, we reported net income of $232,486, compared to a net loss of
$(834,109), forthe three months ended March 31,2005.  Our
operatingincomeforthe three months ended March 31,2006 was$150,018an improvement in operating results of$746,918compared to the operating loss of $(596,900) that we reported forthe three months ended March 31,2005.  As
discussedbelow, we
significantly reduced sales and marketing expenses andgeneral andadministrative expenses during
2006.  That reduction, along with increased
revenue, was a primary
factor in the improved results.
  System sales
and installation revenue.System sales and installation revenue decreased27% to $228,009during thethree monthsendedMarch31, 2006 from$313,219during thethree monthsendedMarch31, 2005.  We installedthreenew customers during thethree monthsendedMarch31, 2006, compared tosixnew installations duringthethree monthsended March 31,2005.  This component of our
revenue stream is dependent upon the acquisition of new customers,
which can vary from year to
year.
  Service,
maintenance and usage revenue.Service, maintenance and usage revenue
increased59% to $371,714for thethree monthsendedMarch31, 2006 from $233,820for thethree monthsendedMarch31, 2005. The increase was due to an increase in the number of
customers we service on a recurring basis to a total of190customers (representing 34,483rooms) compared to138customers (representing25,987rooms) as ofMarch31, 2005.  The increase
resulted from new installsand the addition of Suite
Speed customers.
  Backlog. As ofMarch31, 2006, we had two customer
installations in progress, both of which were completed during thesecondquarter of2006.  As ofMarch31, 2006, there were2service contracts scheduled to
concludeduringthe second quarter of
2006.Oneof the customers continued their
service with us and oneof the customers cancelled their
contractual arrangement with us.
  Cost of system sales and
installation. Cost of system sales and installation decreased 61% to
$106,510 for the three months ended March 31, 2006 from $276,030 for the three
months ended March 31, 2005. The decrease was directly attributable to the
decreased corresponding revenue during the year, as well as cost
efficiencies.
  Cost of
service, maintenance
and usage. Cost of service,
maintenance and usagedecreased37% to $210,953for thethree monthsendedMarch31, 2006 from $337,453for thethree monthsendedMarch31, 2005.  Thedecrease is mainly attributable to
cost efficiencies.
  Index
  Sales and
marketing.Sales and marketing expense decreased
by $120,490to $39,868during thethree monthsendedMarch31, 2006 from $160,358for thethree monthsendedMarch31, 2005.During 2006, we implemented significant
cost-cutting measures.  Such measures included staff reductions resulting in
decreased personnel and personnel related costsof $93,467; a reduction in travel expenses of$25,472, and a reduction in advertising expense
of $1,551.
  General and
administrative.General and
administrative expense decreased by $404,661to $80,893for thethree monthsendedMarch31, 2006 from $485,554for thethree monthsendedMarch31, 2005. During 2006 we implemented
significant cost-cutting measures.  As a result of reduction of staff,
personnel related costs were reduced$230,768to $35,355in 2006 from $266,123in 2005.  As discussed above,
network operation expenses of $67,232were classified as cost of service,
maintenance, and usage in 2006 as compared to network operations expense of
$147,641in 2005. Office related costs such as rent, telephone,
insurance and supplies were reduced $46,132from $74,424in 2005 to $28,292in 2006.Professional fees, SEC fees, and investor
relations feesdecreased
$126,102from $141,575in 2005 to $15,473in 2006.These savings were somewhat offset by the increase of
bad debt expense to $1,575 for the three months ended March 31, 2006 compared to
no bad debt expense for the three months ended March 31,
2005.
  Depreciation
of property and equipment.
Depreciation of property and equipmentdecreasedto $11,482for thethree monthsendedMarch31, 2006 as compared to $32,185for thethree monthsendedMarch31, 2005.  This reduction is
directly attributable to a changein ourbusiness model regarding the ownership
of assets located at our
customers’facilities.  Previously we
retained ownership of the assets until the end of the contractand depreciatedthe assets 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 therefore, no
depreciation expense is recorded as we no longer own the
assets.   Depreciation expense is computed each year based upon
our estimate of the remaining useful lives of the assets.  Our
estimates of useful lives are periodicallyreviewed and the shorter of the actual
life or the economic life of the assets are used.
  Interest
expense. Interest
expensedecreased $133,537to $95,726for thethree monthsendedMarch31, 2006 as compared to $229,263for thethree monthsendedMarch31,2005. Thedecreaseis attributable to the increase in the
principal balance of outstanding debt,the increase in interest rates and
penalties associated with our inability to retire the debt as it
maturedand the fact
there was no amortization
of debt discount for the
three months ended March 31, 2006 as compared to $208,244 for the three months
ended March 31, 2005.  The additional debt
outstanding during 2006 compared to 2005 included the convertible debentures
issued on March 3, 2005 in the aggregate principal amount of $1,100,000 (which were
outstanding for all of 2006 but only a portion of 2005).
  Financing
expenses.  We did
not incur any additional financing costs on the 2005 convertible debentures
during 2006.
  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 transactions resulted in againof $16,510for thethree monthsendedMarch31, 2006 compared toa gain of $27,051for thethree monthsendedMarch31, 2005. 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-à-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 in the
future.
  Income from
discharge of indebtedness.During the three months ended March 31,
2006, the Company negotiated settlements with several vendors and realized
discharge of indebtedness income.  There was no corresponding income
for the three months ended March 31, 2005.
 
 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 March 31, 2006. 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, and pay
accrued expenses and for other working capital purposes.  As of March
31, 2006, and continuing throughout 2006 and 2007 we were generally unable to
pay our financial obligations as they matured and we were in default of the
provisions of certain indebtedness.
  Index
  We have incurred significant operating
losses since our inception and as ofMarch31, 2006 had a working capital
deficiency and stockholder’s deficit of $(2,984,708) and $(2,955,060), respectively. Although we succeeded in generatingnetincome of $232,492inthethree months endedMarch 31,2006, which exceeded the $62,607used to fund operations by
$169,885, the cumulative deficiency and deficit
raise substantial doubt about our ability to continue as a going
concern.
  As ofMarch31, 2006 we had $78,149in cash and cash equivalents, which
amount is not sufficient to fund operating activities duringthe remainder of 2006and2007.  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
maintain a cash flow positive state. 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.
 
 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 were $993,500, 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.
 
 Net cash
used by operating activities was $62,607 for the three months ended March 31,
2006 as compared to $676,565 for the three months ended March 31,
2005.
 
 Net cash
provided by financing activities was ($40,000) for the three months ended March
31, 2006 as compared to $1,013,500 for the three months ended March 31,
2005.  During the three months ended March 31, 2006 we used cash of
$40,000 for principal payments.
 
 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 $315,134 has
been included in the financial statements as a potential capital lease
obligation.
 
 As of
March 31, 2006, our primary financial commitments consisted of $3,461,409
recorded as current liabilities plus future obligations under operating
leases.  Total future payments under operating leases were $114,109 at
March 31, 2006, including $49,982 due during 2006 and $53,220 due during 2007.
We continue to actively seek relief from our financial obligations and
commitments.
 
 Index
  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:
   4.
                  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.
   5.
                  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.
   6.
                  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.
  Item
      3.
                  Controlsand
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.
 
 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, 2006.  Based upon that evaluation, our current Chief
Executive Officer concluded that the Company’s disclosure controls and
procedures were not effective, as of March 31, 2006.
  Index
 
 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 the role
of  Chief Financial Officer of a publicly traded company and the
inability to devote the personnel resources necessary 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 described above could result in material misstatements of
substantially all of our financial statement accounts which 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.
  
 PART
II - OTHER INFORMATION
 
 Item
      2.
                  UnregisteredSales of Equity Securities and Use of
      Proceeds
 
 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 12,300,000 Incentive Stock Options (“ISOs”) and an aggregate of 3,600,000
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. The
remaining 2,300,000 incentive stock options were issued to
employees. 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. The remaining 1,100,000 non-qualified stock options
were granted to consultants.
 
 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 their
services as  independent directors of the Registrant for 2007: (i) the
payment of the sum of $20,000 on December 31, 2007 so long as  they
are 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 as  they are  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.
  Index
 
 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 $0.02 per share, subject to
certain restrictions contained in the Convertible Debentures.  The
interest on the convertible debentures is six percent (6%) payable quarterly
either in cash or, at the Company’s election, in shares of the Company’s Series
B Preferred Stock prior to the Triggering Event or shares of the Company’s
Common Stock thereafter at Two and One-Half Cents ($.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.
  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
 
 On August
6, 2007, we issued 7,500,000 shares of our common stock, as compensation for
services rendered to, or the settlement of obligations owed by, the
Company.
  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.
 
 On
October 1, 2007, the Board approved issuance of 1,699,726 shares of our common
stock, as interest for the third quarter of 2007, pursuant to the clauses
outlined in the convertible debenture agreements of June 11, 2007
 
 On
January 1, 2008, the Board approved issuance of 1,437,041 shares of our common
stock, as interest for the fourth quarter of 2007, pursuant to the clauses
outlined in the convertible debenture agreements of June 11, 2007.
 
 On April
1, 2008, the Board approved issuance of 1,386,885 shares of our common stock, as
interest for the first quarter of 2008, pursuant to the clauses outlined in the
convertible debenture agreements of June 11, 2007.
  All of the shares of common stock
approved for issuance in
connection with interest payments on the debentures as provided above were
issued in the second quarter of 2008.
  On April
14th, 2008, we issued to Creative Hospitality Associates (“CHA”) a Warrant
pursuant to a sales agent Agreement with CHA (the “Agreement”).
 
 The
Warrant is initially exercisable for Series B Preferred Stock.  At such
time as we have a sufficient number of shares of Common Stock authorized to
permit the exercise of the Warrant for Common Stock (the “Triggering Event”),
the Warrant will automatically be exercisable for Common Stock and not Series B
Preferred Stock.  The maximum number of shares of Common Stock for which
the Warrant is ultimately exercisable for is 15,000,000 and the ultimate
exercise price per share of Common Stock for which the Warrant is exercisable is
$0.02 per share, each of which is subject to adjustment and the conditions
contained in the Warrant.  The Warrant becomes ultimately exercisable for
such 15,000,000 shares of Common Stock pursuant to a vesting schedule as set
forth in the Warrant that provides that the Warrant becomes ultimately
exercisable for 500,000 shares of Common Stock with each 1,000 rooms in a hotel
or other property that CHA or its affiliate introduces to us and in which our
Media and Entertainment System is installed.
 
 Index
  On May
15, 2008, 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 100,000 Incentive Stock Options and an aggregate of 100,000
Non-Qualified Stock Options.  Such options were issued at an exercise
price of $0.017 per share and vest one-third (1/3) on each of the first three
anniversaries of the Employment date.
 
 
 Item
      6.
                  Exhibits
  (a)
                    Exhibits.31.1
                    Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the Chief
      Executive and Chief Financial Officers.32.1
                    Certification
      of the Chief Executive and Chief Financial Officers pursuant to Section
      906 of the Sarbanes-Oxley Act of
2002.
 
 Index
  Signatures
 
 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:
                    7/1/08
 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:
                  7/1/08
   By:
                  /s/
      Michael S. WasikMichael
      S. WasikChief Executive
      Officer,Chief Financial
      Officer and DirectorDate:
                  7/1/08
 
 By:
                  /s/
      Herbert I. Hunt, IIIHerbert I. Hunt,
      IIIDirectorDate:
                  7/1/08