U.S.
SECURITIES AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 Form
10-QSB
 
 Quarterly
Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934
 
 For the
quarterly period ended June 30, 2007
 
 Commission
File No. 000-26213
 
 ROOMLINX,
INC.
 
 (Exact
name of small business issuer as specified in its charter)
  Nevada                                                             83-0401552
                (State
      or other jurisdiction
      of                               (I.R.S.
      Employer
                incorporation
      or
      organization)                             Identification
      No.)
                
                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
o No x
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes o No x
 The
number of shares outstanding of the Issuer's common stock as of September 15,
2008 was 157,065,781.
 
 Transitional
Small Business Disclosure Format (Check one):   oYes    xNo
  
  ROOMLINX,
INC.
   INDEXPART I.
              FINANCIAL
      INFORMATIONItem 1.
              Financial Statements
      (Unaudited)Consolidated Balance Sheet as of June 30, 2007Consolidated Statements of Operations for the Three and Six
      Months Ended June 30, 2007 and 2006Consolidated Statements of Cash Flows for the Six Months Ended
      June 30, 2007 and 2006Notes to Consolidated Financial StatementsItem
    2.
              Management's Discussion and Analysis of Financial Condition
      and Results of OperationsGeneralForward-Looking StatementsResults of OperationsLiquidity and Capital ResourcesItem
    3.
              Controls and Procedures
 PART II.
              OTHER
      INFORMATIONItem 2.
              Unregistered Sales of Equity Securities and Use of
      ProceedsItem 6.
              ExhibitsSignatures
   
 
 Index
 
 
 PART I.  FINANCIAL INFORMATION
 
 
  Index
 RoomLinX,
      Inc.CONSOLIDATED BALANCE SHEETJune 30,
    2007(Unaudited)ASSETSCurrent
    assets:Cash and cash
      equivalents
                
                $
                1,031,503Accounts receivable,
      net
                
                
                442,894Prepaid and other current
      assets
                
                
                230,456Work in
      progress
                
                
                2,954Total current
      assets
                
                
                1,707,807Property and equipment,
      net
                
                
                17,682Total
assets
                
                $
                1,725,489LIABILITIES
      AND STOCKHOLDERS' (DEFICIT)Current
      liabilities:Accounts payable and accrued
      expenses
                
                $
                565,966Officer and stockholder notes
      payable
                
                
                75,000Convertible
      Debentures
                
                
                25,000Accrued interest and
      penalties
                
                
                6,953Deferred
      revenue
                
                
                278,386Total current
      liabilities
                
                
                951,305Convertible
      debentures
                
                
                3,480,307Stockholders'
      (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:139,868,381 shares issued and
      outstanding
                
                
                139,868Additional paid-in
      capital
                
                
                19,404,206Deferred stock
      compensation
                
                
                (93,656
                )Accumulated
      (deficit)
                
                
                (22,300,541
                )Total stockholders'
      (deficit)
                
                
                (2,706,123
                )Total liabilities and
      stockholders' (deficit)
                
                $
                1,725,489
  The
accompanying notes are an integral part of these consolidated financial
statements.
  Index
  RoomLinX,
      Inc.CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)for the Three Months
      Ended
                
                
                for the Six Months
      EndedJune 30,
                
                
                June 30,2007
                
                
                2006
                
                
                2007
                
                
                2006RevenuesSystem sales and
      installation
                
                $
                332,738
                
                
                $
                125,924
                
                
                $
                498,219
                
                
                $
                353,934Service, maintenance and
      usage
                
                
                323,164
                
                
                
                388,128
                
                
                
                667,984
                
                
                
                759,842655,902
                
                
                
                514,052
                
                
                
                1,166,203
                
                
                
                1,113,776Costs and
      expensesSystem sales and
      installation
                
                
                137,954
                
                
                
                113,440
                
                
                
                245,876
                
                
                
                219,951Service, maintenance and
      usage
                
                
                277,140
                
                
                
                246,225
                
                
                
                598,680
                
                
                
                457,177Sales and
      marketing
                
                
                58,281
                
                
                
                43,463
                
                
                
                105,583
                
                
                
                83,331Product
      development
                
                
                76,258
                
                
                
                -
                
                
                
                76,258
                
                
                
                -Stock
      compensation
                
                
                248,614
                
                
                
                -
                
                
                
                278,240
                
                
                
                -General and
      administrative
                
                
                112,440
                
                
                
                93,706
                
                
                
                225,376
                
                
                
                174,594Depreciation
                
                
                2,029
                
                
                
                11,482
                
                
                
                4,057
                
                
                
                22,964912,716
                
                
                
                508,316
                
                
                
                1,534,070
                
                
                
                958,017Operating income
      (loss)
                
                
                (256,814
                )
                
                
                5,736
                
                
                
                (367,867
                )
                
                
                155,759Other income
      (expenses)Interest
      expense
                
                
                (22,566
                )
                
                
                (93,503
                )
                
                
                (118,547
                )
                
                
                (189,230
                )Financing
      expense
                
                
                (374,707
                )
                
                
                -
                
                
                
                (402,207
                )
                
                
                -Derivative
      expense
                
                
                (1,128,348
                )
                
                
                -
                
                
                
                (1,128,348
                )
                
                
                -Foreign currency gain
      (loss)
                
                
                (1,987
                )
                
                
                740
                
                
                
                (7,854
                )
                
                
                17,250Other income
      (expense)
                
                
                1,813
                
                
                
                211
                
                
                
                (2,527
                )
                
                
                (172
                )Income from discharge of
      indebtedness
                
                
                1,697,259
                
                
                
                392,445
                
                
                
                1,710,156
                
                
                
                554,514171,464
                
                
                
                299,893
                
                
                
                50,673
                
                
                
                382,362Income (loss) before income
      taxes
                
                
                (85,350
                )
                
                
                305,629
                
                
                
                (317,194
                )
                
                
                538,121Provision for income
      taxes
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Net income
      (loss)
                
                $
                (85,350
                )
                
                $
                305,629
                
                
                $
                (317,194
                )
                
                $
                538,121Net income (loss) per common
      share:Basic
                
                $
                (0.00
                )
                
                $
                0.00
                
                
                $
                (0.00
                )
                
                $
                0.00Diluted
                
                $
                (0.00
                )
                
                $
                0.00
                
                
                $
                (0.00
                )
                
                $
                0.00Weighted average shares
      outstanding:Basic
                
                
                139,868,381
                
                
                
                132,868,381
                
                
                
                139,868,381
                
                
                
                132,868,381Diluted
                
                
                139,868,381
                
                
                
                176,365,048
                
                
                
                139,868,381
                
                
                
                176,365,048
  The
accompanying notes are an integral part of these consolidated financial
statements.
  Index
  RoomLinX,
      Inc.CONSOLIDATED STATEMENTS OF CASH
FLOWSfor the Six Months Ended June 30,
      2007 and 2006(Unaudited)
 2007
                
                
                2006Cash flows from operating
      activities:Net cash (used in) operating
      activities
                
                $
                (526,475
                )
                
                $
                (84,879
                )Cash flows from investing
      activities:Purchase of property and
      equipment
                
                
                (8,959
                )
                
                
                -Net cash (used in) investing
      activities
                
                
                (8,959
                )
                
                
                -Cash flows from financing
      activities:Cash proceeds from convertible
      debentures
                
                
                2,300,000
                
                
                
                -Principal payments on convertible
      debenture
                
                
                (525,000
                )
                
                
                -Principal payments on notes
      payable
                
                
                (277,500
                )
                
                
                (70,000
                )Principal payments on officer and
      stockholder notes payable
                
                
                (75,103
                )
                
                
                -Net cash provided by (used in)
      provided by financing activities
                
                
                1,422,397
                
                
                
                (70,000
                )Net increase (decrease) in cash
      and equivalents
                
                
                886,963
                
                
                
                (154,879
                )Cash and equivalents at beginning
      of period
                
                
                144,540
                
                
                
                180,756Cash and equivalents at end of
      period
                
                $
                1,031,503
                
                
                $
                25,877Supplemental Cash Flow
      InformationInterest
    paid
                
                $
                16,603
                
                
                $
                11,642Non-cash investing and financing
      activities:Warrants Issued in Connection with
      Debt
                
                
                
                
                
                $
                150,000Notes Payable Converted to Conv't
      Debentures
                
                $
                (50,000
                )Derivative Adjustment on Conv't
      Debentures
                
                $
                (1,130,307
                )Accounts Payable Debt
      Forgiven
                
                $
                4,200Convertible Debt
      Forgiven
                
                $
                550,000Notes Payable
      Forgiven
                
                $
                87,500Interest and Penalties
      Forgiven
                
                $
                561,745Capital Lease
      Forgiven
                
                $
                418,418Shareholder Notes
      Forgiven
                
                $
                137,397$
                578,953
                
                
                $
                150,000
  The
accompanying notes are an integral part of these consolidated financial
statements.
  Index
 ROOMLINX,
INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 June
30, 2007
 (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, 2006.
 
 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.
 
 Derivative Financial
Instruments:We do not use derivative instruments to hedge
exposures to cash flow, market, or foreign currency risks.
 
 We review
the terms of convertible debt instruments we issue to determine whether there
are embedded derivative instruments, including the embedded conversion option,
that are required to be bifurcated and accounted for separately as a derivative
financial instrument. In circumstances where the convertible instrument contains
more than one embedded derivative instrument, including the conversion option,
that is required to be bifurcated, the bifurcated derivative instruments are
accounted for as a single, compound derivative instrument. Also, in connection
with the sale of convertible debt, we may issue freestanding options or warrants
that may, depending on their terms, be accounted for as derivative instrument
liabilities, rather than as equity. We may also issue options or warrants to
non-employees in connection with consulting or other services they
provide.
 
 When the
ability to physical or net-share settle the conversion option or the exercise of
the freestanding options or warrants is deemed to be not within the control of
the company or if the conversion option, options or warrants are not indexed
only to the underlying common stock, the embedded conversion option or
freestanding options or warrants may be required to be accounted for as a
derivative financial instrument liability.
 
 Derivative
financial instruments are initially measured at their fair value. For derivative
financial instruments that are accounted for as liabilities, the derivative
instrument is initially recorded at its fair value and is then re-valued at each
reporting date, with changes in the fair value reported as charges or credits to
income. For option-based derivative financial instruments, we use the
Cox-Ross-Rubinstein binomial model to value the derivative
instruments.  To the extent that the initial fair values of the
freestanding and/or bifurcated derivative instrument liabilities exceed the
total proceeds received, an immediate charge to income is recognized, in order
to initially record the derivative instrument liabilities at their fair
value.
 
 The
discount from the face value of the convertible debt instruments resulting from
allocating some or all of the proceeds to derivative instruments, together with
the stated interest on the instrument, is amortized over the life of the
instrument through periodic charges to income, using the effective interest
method.
 
 
  Index
  Certain
instruments, including convertible debt and freestanding options or warrants
issued, may be subject to registration rights agreements, which may impose
penalties for failure to register the underlying common stock by a defined
date.  Any such penalties are accounted for in accordance with FAS 5
and are accrued when they are deemed probable.
 
 The
classification of derivative instruments, including whether such instruments
should be recorded as liabilities or as equity, is re-assessed periodically,
including at the end of each reporting period. If re-classification is required,
the fair value of the derivative instrument, as of the determination date, is
re-classified. Any previous charges or credits to income for changes in the fair
value of the derivative instrument are not reversed. Derivative instrument
liabilities are classified in the balance sheet as current or non-current based
on whether or not net-cash settlement of the derivative instrument could be
required within 12 months of the balance sheet date.
 
 2.     Officer
and Stockholder Notes Payable
 
 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.  The Company was not able to retire the remaining balance of
the promissory notes as scheduled and was in default of the repayment
terms.  In January 2008, the Company settled $25,000 of the notes plus
accrued interest and penalties for $15,103.  In June 2007, the Company
settled the remaining $255,000 of the notes plus accrued interest and penalties
for $127,500, $75,000 of which was paid subsequent to June 30,
2007.
 
 On August
11, 2006, the Company borrowed $7,500 from Peter Bordes.  Principal
and interest at 10% were due upon receipt of funding.  The note was
repaid in June, 2007.
 
 3.     Notes
Payable
 
 As part
of the SuiteSpeed merger, Roomlinx assumed a $300,000 promissory note payable to
the First National Bank of Colorado; this note had a balance due of $140,000 as
of January 1, 2007.  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.  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
bore interest at 10% and was due on demand.  In June of 2007, all
interest and penalties were forgiven, and the note was settled for
$37,500.
 
 On
December 28, 2006 the Company 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.
  4.     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;
bore interest at 11% per annum; and were due on the earlier of September 2,
2005, or the date that the Company completed a subsequent financing with gross
cash proceeds of at least $1,000,000.  The Company was unable to
retire the Debentures as scheduled on September 2, 2005 and was in default of
the repayment terms.  In June 2007, all interest and penalties were
forgiven and the debentures were settled for $550,000, $25,000 of which was paid
subsequent to June 30, 2007.
 
 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”).
  
  Index
  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
conversion price into shares of Common Stock of the Convertible Debentures is
$0.02 per share, subject to certain standard anti-dilution
adjustments.  In the event that the Convertible Debentures are not
repaid when due, the conversion price will be reduced to $0.01 per
share.  Because this potential reduction in the conversion price
effectively indexes the return to the investors to a factor other than the
underlying value of our common stock, the embedded conversion option has been
bifurcated and accounted for separately as a derivative instrument
liability.
 
 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.  This option has also been accounted
for as a derivative instrument liability.  All such options have
expired unexercised.
 
 The
Convertible Debentures bear interest at an annual rate of 6%, payable quarterly,
either in cash or, at the Company’s election, in shares of our capital
stock.
 
 Pursuant
to the terms of the June Purchase Agreement, we are obligated to register the
shares of Common Stock issuable on conversion of the Convertible Debentures
within one year of the Closing under the June Purchase Agreement or as soon as
our Common Stock is listed on the Over-the-Counter Bulletin Board, whichever is
sooner.  The June Purchase Agreement does not provide for any specific
penalties for not complying with this requirement, which has not yet been
met.  At June 30, 2007, the Company has not accrued any penalties that
may ultimately be paid, as it does not believe any penalties are probable as of
that date.
  5.  Derivative Financial
Instruments
 
 As
discussed above, the embedded conversion option in our Convertible Debentures
and options issued to the investors to acquire additional debentures have been
accounted for as derivative instrument liabilities.
 
 We use
the Cox-Ross-Rubinstein binomial model to value warrants, and the embedded
conversion option components of any bifurcated embedded derivative instruments
that are recorded as derivative liabilities. See Note 4 related to embedded
derivative instruments that have been bifurcated from our Convertible Debentures
and the options to acquire additional Convertible Debentures held by the
investors.  The options and conversion options can be exercised by the
holders at any time.  The options held by the investors to acquire
additional Convertible Debentures expired in December 2007.
 
 In
valuing the embedded conversion option components of the bifurcated embedded
derivative instruments and the options, at the time they were issued and at June
30, 2007, we used the market price of our common stock on the date of valuation,
an expected dividend yield of 0%, an estimated volatility of 250% based on a
review of our historical volatility and the remaining period to the expiration
date of the option or repayment date of the convertible debt
instrument.  The risk-free rates of return used ranged from 4.92% to
5.07%, based on constant maturity rates published by the U.S. Federal Reserve,
applicable to the remaining life of the options.
 
 
  Index
  At June
30, 2007, the following derivative liabilities were outstanding:
 
 Issue
      Date
                Expiry
      Date
                Instrument
                Conversion/
                  Exercise
      Price
                  Per
      Share
                Value
      –
                  Issue
      Date
                Value
      -
                  June
      30,
                  2007June
      2007
                May
      2012
                $2,350,000
                  Convertible
      Debentures
                $0.02
                $2,338,899
                $2,924,710June
      2007
                
                Convertible
      Debentures
                  Carrying
      Amount
                
                
                1,959June
      2007
                December
      2007
                Option
      to acquire
                  $1,175,000
                  Convertible
      Debentures
                $0.03
                431,264
                553,638Total
      derivative financial instruments
                $2,770,163
                $3,480,307
 
 6.     Stockholders'
(Deficit)
  Preferred
Stock:   The Company has authorized 5,000,000
preferred shares with a $0.20 par value.  There are two designations
of the class of preferred shares: Class A and Class B Preferred
Stock.  The Class A 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.  The Class B
Preferred Stock is not entitled to any dividends.  As of June 30,
2007, there were 720,000 shares of Class A Preferred stock an no shares of Class
B Preferred Stock issued and outstanding.  Dividends accrued and
unpaid as of June 30, 2007 were $113,880.
 
 Common
Stock:   The Company has authorized 245,000,000
shares of $0.001 par value common stock.  As of June 30, 2007, there
were 139,868,381 shares of common stock issued and outstanding.
 
 Warrants:  On
June 11, 2007, the Company issued warrants to purchase 2,962,500 shares of
common stock to Alliance Advisors for services rendered in connection with
convertible debentures.  These warrants have an exercise price of
$0.02 per share and expire five years from the date of issue.
 
 On June
11, 2007, the Company issued warrants to purchase 7,000,000 shares of common
stock to Jill Soloman for services rendered in connection with convertible
debentures.  These warrants have an exercise price of $0.03 per share
and expire five 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
                2.5
                $822,250$0.030
                3,900,000
                4.5
                117,000$0.020
                2,962,500
                5
                59,250$0.030
                7,000,000
                5
                210,00024,825,833
                
                $     1,208,500
                
                $0.0487
 
  Index
  Warrants
              Number
      of
                Shares
              
              Weighted
      AverageExercise PriceOutstanding
      at January 1, 2007
              22,880,000
              
              0.093Issued
              9,962,500
              
              0.027Exercised
              -----
              
              -----Expired
      / Cancelled
              (8,016,667)
              
              0.1478Outstanding
      at June 30, 2007
              24,825,833
              
              $0.0487
 
 The
Company recorded compensation expense of $220,799 in connection with warrants
granted during the quarter ended June 30, 2007. The fair value of the warrant
grants was estimated on the date of grant utilizing the Black-Scholes option
pricing model with the following weighted average assumptions for grants during
the quarter ended June 30, 2007: expected life of warrants of 5 years, expected
volatility of 157%, risk-free interest rate of 4% and no dividend yield. The
weighted average fair value at the date of grant for warrants granted during the
quarter ended June 30, 2007, approximated $.019 per option.  The
company recorded $150,000 in amortization during the six months ended June 30,
2007.
 
 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 June 30, 2007, options to
purchase 23,500,000 shares were outstanding and 1,500,000 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.
 
 In May
2007, the Company granted under our Long-Term Incentive Plan, an aggregate of
2,000,000 Non-Qualified Stock Options (“NQOs”).  500,000 of the NQOs
were granted to each of Woody McGee, Peter Bordes and Herbert Hunt with respect
to their service as members of the Board of Directors during 2007 and vested on
December 31, 2007.  Woody McGee did not complete the year of service
and his 500,000 options expired upon his resignation date of October 12, 2007.
500,000 of the NQOs were granted to John McClure with respect to his service as
a consultant for 2007 and vested on December 31, 2007.  John McClure
did not complete his year of service and his 500,000 options expired upon his
resignation date of August 31, 2007.  All of these options were issued
at an exercise price of $0.025 per share, representing the closing price of the
Company’s common stock on such date.
  Outstanding
Stock Options
 
 Exercise
      Price
              
              
              Number
      of Shares
              
              
              RemainingContractual
      Life (in years)
              
              
              Exercise
      Pricetimes Number of Shares
              
              Weighted
      Average Exercise Price$0.080
              
              
              
              500,000
              
              
              
              .25
              
              
              $
              40,000$0.010
              
              
              
              4,000,000
              
              
              
              6.75
              
              
              
              40,000$0.100
              
              
              
              1,000,000
              
              
              
              2.5
              
              
              
              100,000$0.026
              
              
              
              1,000,000
              
              
              
              8
              
              
              
              26,000$0.020
              
              
              
              13,600,000
              
              
              
              6.5
              
              
              
              272,000$0.020
              
              
              
              100,000
              
              
              
              .75
              
              
              
              2,000$0.020
              
              
              
              800,000
              
              
              
              .5
              
              
              
              16,000$0.020
              
              
              
              500,000
              
              
              
              .25
              
              
              
              10,000$0.025
              
              
              
              1,000,000
              
              
              
              .5
              
              
              
              25,000$0.025
              
              
              
              1,000,000
              
              
              
              4.75
              
              
              
              25,00023,500,000
              
              
              
              
              
              
              $
              556,000
              
              $0.024
 
 
  Index
  Options
              
              Number
      of
                Shares
              
              
              Weighted
      Average Exercise PriceOutstanding
      at January 1, 2007
              
              
              24,400,000
              
              
              $
              0.025Granted
              
              
              2,000,000
              
              
              
              0.025Exercised
              
              
              -
              
              
              
              -Expired
              
              
              (2,900,000
              )
              
              
              0.015Outstanding
      at June 30, 2007
              
              
              23,500,000
              
              
              $
              0.024
 
 The
Company recorded compensation expense of $15,947 in connection with options
granted during the quarter ended June 30, 2007. The fair value of the warrant
grants was estimated on the date of grant utilizing the Black-Scholes option
pricing model with the following weighted average assumptions for grants during
the quarter ended June 30, 2007: expected life of warrants of 7 years, expected
volatility of 157%, risk-free interest rate of 4% and no dividend yield. The
weighted average fair value at the date of grant for warrants granted during the
year ended June 30, 2007, approximated $.019 per option.
 
 During
the three months ended June 30, 2007 we recorded amortized compensation expense
of $11,868 in connection with options granted in November of 2006.
 
 7.     
Subsequent Events
 
 On August
6, 2007 the Company issued 7,500,000 shares of its common stock, with
restrictive legends, to consultants and/or advisors as compensation for services
rendered to, or the settlement of obligations owed by, the
Company.  The shares were valued at $0.03 per share based on the
closing price of $0.03 per share for a fair market value of
$225,000.
 
 On
October 1, 2007 the Company authorized issuance of 1,699,726 shares of its
common stock as compensation for interest on the June 2007 convertible
debentures.  The shares were valued at $0.02 per share based on the
convertible debenture agreement, for a fair market value of
$33,995.
 
 On
October 12, 2007, Woody McGee resigned from our Board of Directors.
 
 In
November 2007, the Company granted under our Long-Term Incentive Plan, an
aggregate of 1,450,000 Incentive Stock Options (“ISOs”) and an aggregate of
800,000 Non-Qualified Stock Options (“NQOs”).  The remaining 1,450,000
incentive stock options were issued to employees.  The 800,000
non-qualified stock options were issued to consultants.  The options
were issued at an exercise price of $0.015 per share, representing the closing
price of the company’s stock on such date and vest over three years with
one-third vesting on the first anniversary of employment with the Company and an
additional one-third vesting on each of the following two anniversaries
thereof.
 
 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.
 
 
  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.
  On July
1, 2008, the Board approved issuance of 1,402,302 shares of our common stock, as
interest for the period April 1 through June 30, 2008, pursuant to the clauses
outlined in the convertible debenture agreements of June 11, 2007.
  On July
15, 2008 Aaron Dobrinsky exercised 4,000,000 options on a cashless basis
resulting in the net issuance of 2,571,429 shares of common stock.
 
 On July
21, 2008, the Registrant’s Board of Directors approved the grant, under the
Registrant’s Long-Term Incentive Plan, of an aggregate of 400,000 Incentive
Stock Options and an aggregate of 600,000 Non-Qualified Stock
Options.  Such options were issued at an exercise price of $0.02 per
share and vest one-third (1/3) on each of the first three anniversaries of the
employment date.
 
 On July
31, 2008 we entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with Matthew Hulsizer
and Jennifer Just, jointly, andcertain affiliated trusts (collectively,
the “Investors”), pursuant to which we simultaneously sold and issued to the
Investors an aggregate of $2,500,000 of Series C Preferred Stock (“Series C
Stock”).  In connection with the Purchase Agreement, the Registrant
also issued Warrants to the Investors for the purchase of additional shares of
Series C Stock or Common Stock and entered into a Registration Rights Agreement
with the Investors.
 
 Each
share of Series C Stock is convertible into such number of shares of Common
Stock as is determined by dividing $2,500 by the initial conversion price of
$0.025 per share (or 100,000 shares of Common Stock for each share of Series C
Stock converted). However, the Series C Stock is not convertible into Common
Stock until such time as the Company has a sufficient number of shares of Common
Stock authorized to permit the conversion of all of the Series C Stock into
Common Stock, at which time the Series C Stock will automatically convert into
Common Stock.
 
 The
Series C Stock accrues dividends at an annual rate of 6% per year, payable
quarterly, either in cash or, at the Registrant’s election, shares of the
Registrant’s capital stock.  There are no redemption rights associated
with the Series C Stock.  Each holder of Series C stock is entitled to
voting rights on an “as converted” to Common Stock basis together with the
holders of Common Stock.
 
 Pursuant
to the Purchase Agreement, the Investors also received (i) Series C-1 Warrants
to purchase an aggregate of 200 shares of Series C Stock, at an initial exercise
price of $4,000 per share of Series C Stock, and (ii) Series C-2 Warrants to
purchase an aggregate of 200 shares of Series C Stock, at an initial exercise
price of $6,000 per share of Series C Stock.  The Warrants are
immediately exercisable and expire on the third anniversary of their date of
issuance.  At such time as the Company has a sufficient number of
shares of Common Stock authorized to permit the conversion of all Series C Stock
into Common Stock, each Warrant will no longer be exercisable for shares of
Series C Stock but instead will be exercisable for the number of shares of
Common Stock into which the Series C Stock that the Warrant could have been
exercised for prior thereto would have been convertible into, at an initial
exercise price of $.04 per share of Common Stock under the Series C-1 Warrants
and at initial exercise price of $.06 per share of Common Stock under the Series
C-2 Warrants.  The initial exercise prices are subject to adjustment
as set forth in the Warrants, forms of which are attached hereto as Exhibits 3.2
and 3.3 and are incorporated herein by reference.
 
 In
connection with the Purchase Agreement, the Registrant entered into a
Registration Rights Agreement (a copy of which is attached hereto as Exhibit
10.2 and incorporated herein by reference). Pursuant to the Registration Rights
Agreement, the Registrant is obligated to register for resale under the
Securities Act the shares of Common Stock issuable upon conversion of the Series
C Stock and exercise of the Warrants beginning by April 30, 2009.
 
 On August
19, 2008, the Registrant’s Board of Directors approved the grant, under the
Registrant’s Long-Term Incentive Plan, of an aggregate of 300,000 Incentive
Stock Options.  Such options were issued at an exercise price of
$0.012 per share and vest one-third (1/3) on each of the first three
anniversaries of the grant date.
 
 
  Index
  On August
19, 2008 the Company granted under our Long-Term Incentive Plan, an aggregate of
500,000 Non-Qualified Stock Options (“NQOs”).  The NQOs were granted
to Christopher Blisard with respect to his service as a member of the Board of
Directors during 2009 and vest on December 31, 2009.  The options were
issued at an exercise price of $0.012 per share, representing the closing price
of the Company’s common stock on such date.
 
 On August
19, 2008 the Company issued 1,200,000 shares as Board of Director compensation.
800,000 of the shares were issued to Peter Bordes and 400,000 of the shares were
issued to Herbert Hunt.  The shares were valued at $0.025 per share
for a fair market value of $30,000.
 
 Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
 
 GENERAL
  Roomlinx, Inc., a Nevada corporation ("We," "Us"
or the "Company"), providestwocore products and
services:
  1. Wired networkingsolutions andwirelessfidelity networking solutions, also known
as Wi-Fi, for high speed internet access to hotels, convention centers,
corporate apartments and special events locations. The Company installs and
creates services that address the productivity and communications needs of hotel
guests, convention center exhibitors and corporate apartment customers. We
specialize in providing advanced Wi-Fi wireless services such as the wireless
standards known as 802.11a/b/g.
  Hotel customers sign long-termservice 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 ofthe 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-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, andspecialty 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.
  TheCompany 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.  Since June 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.
  
  Index
  We
currently have our media and entertainment product installed into the Jet Hotel
in Downtown Denver as a pilot.  We have signed agreements to install
into select rooms, as pilots, with a select service property in the Denver
Technological Center, managed and owned by a large hotel corporation, and with a
full service hotel located in Chicago, IL, which is also owned by a large hotel
corporation.  We have signed an exclusive contract to provide our
media and entertainment and HSIA products and services to the Kessler Collection
of hotels, (www.kesslercollection.com).   We have signed
contracts to install into the Bohemian Resort Biltmore Village in Asheville, NC
and into select rooms of the Country Inn and Suites in Merryville,
IN.  We also have a signed contract to install 120 rooms of a full
service hotel in the Chicago, IL vicinity.
  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.
  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.
 
 FORWARD-LOOKING STATEMENTS
 
 This Form
10-QSB contains or incorporates by reference “forward-looking statements,” as
that term is used in federal securities laws, about our financial condition,
results of operations and business.  These statements include, among
others:
 
 -
statements concerning the benefits that we expect will result from our business
activities and results of exploration that we contemplate or have completed,
such as increased revenues; and
 
 -
statements of our expectations, beliefs, future plans and strategies,
anticipated developments and other matters that are not historical
facts.
 
 These
statements may be made expressly in this document or may be incorporated by
reference to other documents that we will file with the SEC.  You can
find many of these statements by looking for words such as “believes,”
“expects,” “anticipates,” “estimates” or similar expressions used in this report
or incorporated by reference in this report.
 
 These
forward-looking statements are subject to numerous assumptions, risks and
uncertainties that may cause our actual results to be materially different from
any future results expressed or implied in those statements.  Because
the statements are subject to risks and uncertainties, actual results may differ
materially from those expressed or implied.  We caution you not to put
undue reliance on these statements, which speak only as of the date of this
report.  Further, the information contained in this document or
incorporated herein by reference is a statement of our present intention and is
based on present facts and assumptions, and may change at any time and without
notice, based on changes in such facts or assumptions.
 
 RESULTS OF OPERATIONS
 
 Three months ended June 30,
2007 compared to three months ended June 30, 2006:
  For thethree monthsendedJune 30,2007, we reportedanetlossof $85,350, compared to netincomeof$305,629, for thethreemonths ended June 30,2006.  Our operatinglossfor thethreemonths ended June 30,2007was$256,814,adeclinein operating results of $262,550compared to the operatingincomeof $5,736thatwe reported forthe three months ended June 30,2006.As discussed below,in 2007we began investing significant capital
in the design, production, and marketing of our new media and entertainment
product.  That increase in costs was a primary factor in the
results.
  
  Index
  System sales
and installation
revenue.System sales and
installation revenueincreased164% to $332,738during thethree monthsendedJune 30,2007from $125,924during thethree monthsendedJune 30,2006.  We installed4new customersand did 11 upgrades on existing
customersduring thethree monthsendedJune 30,2007, compared to3new installations during thethree monthsendedJune 30,2006.  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 revenuedecreased17% to $323,164for thethree monthsendedJune 30,2007from $388,128for thethree monthsendedJune 30,2006. Thedecreasewas due to andecreasein the number of customers
weservice on a recurring
basis to a total of175customers (representing30,263rooms) compared to191customers (representing35,263rooms) as ofJune 30,2006.
  Cost of system sales and
installation. Cost of system sales and installation increased 22% to
$137,954 for the three months ended June 30, 2007 from $113,440 for the three
months ended June 30, 2006. The increase was directly attributable to the
increased corresponding revenue during the year.
  Cost of
service, maintenance and usage. Cost of service, maintenance and usageincreased13% to $277,140for thethree monthsendedJune 30,2007from $246,255for thethree monthsendedJune 30,2006.  Theincreaseis attributable to an increase in operational and technical
personnel costsof
$20,594 and increased support and warranty costs of
$10,321.
  Sales and
marketing.Sales and
marketing expenseincreasedby $14,818to $58,281during thethreemonthsendedJune 30,2007from $43,463for thethreemonthsendedJune 30,2006.During 2007, we increased our sales forceand began marketing our new media and
entertainment product.  Such measures included staff additions
resulting in increased personnel and personnel related costs of $14,168; an increase in travel expenses of
$1,664,offset by a decrease inadvertising expense of $1,014.
  Product
Development.In
2007,we created a new department to handle
the majority of the design, production, and promotion of our new media and
entertainment product.  This new department incurred costs of
$76,258 during thethree months ended June 30,
2007.  This cost
included $40,624in labor and personnel expense;
$30,000in equipment and licensing;and$5,634in travel costs.
  General and
administrative.General and
administrative expenseincreasedby $18,734to $112,440for thethreemonths ended June 30, 2007 from
$93,706for thethreemonths ended June 30, 2006. During 2007
personnel and personnel related costs increased $11,478 to $54,080 in 2007 from
$42,606 in 2006.  Office related costs such as rent, telephone, and
insurance increased $1,132
from $21,628 in 2006 to $22,760 in 2007. We also did not incur travel expenses
during the three months ended June 30, 2007 compared to the $6,404 during the
three months ended June 30, 2006.  Professional fees, SEC fees, and
investor relations fees increased
$13,315from $16,853 in 2006 to $30,168in 2007 due to fees involved with the
June 11, 2007 convertible debentures as well as our investing significant
capital in the design, production, and marketing of our new media and
entertainment
product.  Bad debt expense was reduced $787 to $5,431 for the three
months ended June 30, 2007 compared to $6,218 for the three months ended June
30, 2006.
  Depreciation
of property and equipment.
Depreciation of property and equipmentdecreasedto$2,029for thethreemonthsendedJune 30,2007as compared to $11,482for thethreemonthsendedJune 30,2006.This reduction is attributable to
completely depreciating some of the computer
equipment.   Depreciation expense is computed each year basedupon our estimate of the
remaining useful lives of the assets.  Our estimates of useful lives
are periodically reviewed and the shorter of the actual life or the economic
life of the assets are used.
  Interest
expense. Interest
expensedecreased$22,566to $20,607for thethree monthsendedJune30, 2007as compared to $93,503for thethree monthsendedJune30, 2006. Thedecreaseis attributable to thesettlement of outstanding and defaulted
debt.
 
 Financing
expenses.  Weincurred $262,207 in
financing costs related to the June 11, 2007 issuance of convertible
debentures.  We also incurred $112,500 of debt discount
financing expense in during the three months ended June 30, 2007.
  
  Index
  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 alossof $1,987for thethreemonthsendedJune 30,2007compared to a gain of $740for thethreemonthsendedJune 30,2006. 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 from Canadato the United States during 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 June 30,
2007 the company negotiated settlements with several vendors and will most of
their long term debtors, these negotiation resulted in a realized discharge of
indebtedness income of $1,697,259.  During the three months ended June
30, 2006, the Company negotiated settlements with several vendors and realized
discharge of indebtedness income of $392,445.
 
 Derivative Instruments
Expense, net.Derivative instruments expense of $1,128,348 represents the
net unrealized (non-cash) change during the three months ended June 30, 2007, in
the fair value of our derivative instrument liabilities related to certain
embedded derivatives in our convertible debt that have been bifurcated and
accounted for separately.  There was no derivative instrument expense
during the three months ended June 30, 2006.
  Six months ended June 30,
2007 compared to six months ended June 30, 2006:
  For thesixmonthsendedJune 30,2007, we reportedanetlossof $317,194, compared to netincomeof$538,121, forthesixmonths endedJune 30,2006.  Our operatinglossforthesixmonths endedJune 30,2007was$367,867,andeclinein operating results of$523,626compared to the operatingincomeof$155,759thatwe reported forthesixmonths endedJune 30,2006.As discussed below,in 2007we began investing significant capital
in the design, production, and marketing of our new media and entertainment
product.  That increase in costs was a primary factor in the
results.
  System
sales and
installation revenue.System sales and installation revenueincreased41% to $498,219during thesixmonthsendedJune 30,2007from$353,933during thesixmonthsendedJune 30,2006.  We installed7new customers, and did 11 upgrades on existingcustomersduring thesixmonthsendedJune 30,2007, compared to6new installations duringthesixmonthsendedJune 30,2006.  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 revenuedecreased12% to $667,984for thesixmonthsendedJune 30,2007from $759,842for thesixmonthsendedJune 30,2006. Thedecreasewas due to andecreasein the number of customers we service on a recurring basis to a
total of175customers (representing30,263rooms) compared to191customers (representing35,263rooms) as ofJune 30,2006.
  Backlog. As ofJune 30,2007, we hadonecustomer installation in progress,it wascompleted during thethirdquarter of2007.  As ofJune 30,2007, there were7service contracts scheduled to conclude
duringthethirdquarter of2007.Sixof the customers continued their service
with us andoneof the customers cancelled their
contractual arrangement
with us.
  Cost of system sales and
installation. Cost of system sales and installation increased 12% to
$245,876 for the six months ended June 30, 2007 from $219,951 for the six months
ended June 30, 2006. The increase was mainly attributable to the corresponding
increase in revenue.
  Cost of
service, maintenance and usage. Cost of service, maintenance and usageincreased41% to $598,680for thesixmonthsendedJune 30,2007from $457,177for thesixmonthsendedJune 30,2006.Theincreaseattributable to an increase in operational and technical
personnel costsof $44,621
and increased support and warranty costs of $96,882.
  Sales and
marketing.Sales and
marketing expenseincreasedby $22,252to $105,583during thesixmonthsendedJune 30,2007from $83,331for thesixmonthsendedJune 30, 2006.During 2007, we increased our sales
force andbegan marketing
our new media and entertainment product.  Such measures included staff
additions resulting in increased personnel and personnel related costs of $21,319; an increase in travel expenses of
$1,776,offset by a decreasein advertising expense of $843.
  
  Index
  Product
Development.In
2007 we created a new department to handle the majority of the design,
production, and promotion of our new media andentertainment product.  This
new department incurred costs of $76,258 during the six months ended June
30, 2007.  This
cost included $40,624in labor and personnel expense;
$30,000in equipment and licensing;and$5,634in travel costs.
  General and
administrative.General and administrative expenseincreasedby $50,782to $225,376for thesixmonthsendedJune 30,2007from $174,593for thesixmonthsendedJune 30,2006.During 2007 personnel and personnel
related costs increased $20,487to $98,444in 2007from $77,957in 2006.  Office related
costs such as rent, telephone, and insurancedecreased$2,105from $49,920in 2006 to $47,815in 2007.Travel expenses decreased $1,716 to
$4,881during thesixmonths ended June 30, 2007 compared to
the$6,597duringthesixmonths endedJune 30,2006.  Professional fees, SEC
fees, and investor relations fees increased $30,785from $32,325in 2006 to $63,110in 2007due to fees involved with the June 11,
2007 convertible debentures as well as our investing significantcapital in the design, production, and
marketing of our new media and entertainment product.  Bad debt
expenseincreased$3,331to $11,124for thesixmonths endedJune 30, 2007 compared to $7,793for thesixmonths endedJune 30, 2006.
  Depreciation
of property and
equipment. Depreciation of
property and equipmentdecreasedto $4,057for thesix monthsendedJune 30, 2007as compared to $22,964for thesix monthsendedJune 30, 2006.This reduction is attributable to
completely depreciating some of the computer
equipment.   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 and the shorter of the
actual life or the economic life of the assets are used.
  Interest
expense. Interest
expensedecreased$70,683to $118,547for thesix monthsendedJune30, 2007as compared to $189,230for thesix monthsendedJune30, 2006. Thedecreaseis attributable to thesettlement of outstanding and defaulted
debt.
 
 Financing
expenses.  Weincurred $252,207 in
financing costs related to the June 11, 2007 issuance of convertible
debentures.  We also incurred $150,000 of debt discount
financing expense in during 2007.
  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 alossof $7,854for thesixmonthsendedJune 30,2007compared to a gainof $17,250for thesixmonthsendedJune 30,2006. 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 from Canada to the United States during 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 theCompany in the
future.
  Income from
discharge of indebtedness.During the six months ended June 30,
2007 the company negotiated settlements with several vendors and will most of
their long term debtors, these negotiation resulted in a realized discharge of
indebtedness income of $1,710,156.  During the six months ended June
30, 2006, the Company negotiated settlements with several vendors and realized
discharge of indebtedness income of $554,514.
 
 Derivative Instruments
Expense, net.Derivative instruments expense of $1,128,348 represents the
net unrealized (non-cash) change during the six months ended June 30, 2007, in
the fair value of our derivative instrument liabilities related to certain
embedded derivatives in our convertible debt that have been bifurcated and
accounted for separately. There was no derivative instrument expense during the
six months ended June 30, 2006.
 
 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 throughJune 30, 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 June 30, 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
  As ofJune 30,2007we had $1,031,503in cash and cash equivalents, which
amount is sufficient to fund operating activities duringthe remainder of2007.However, 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.
  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.
 
 Net cash
used in operating activities was $526,475 for the six months ended June 30, 2007
as compared to $84,879 for the six months ended June 30, 2006.
 
 Net cash
provided by financing activities was $1,422,397 for the six months ended June
30, 2007 as compared to cash used by financing activities of $70,000 for the six
months ended June 30, 2006.  During the six months ended June 30, 2007
we used cash of $877,603 for principal payments on debt.
 
 As of
June 30, 2007, our primary financial commitments consisted of $926,305 recorded
as current liabilities plus future obligations under operating
leases.  Total future payments under operating leases were $44,904 at
June 30, 2007, including $7,266 due during 2007 and $14,748 due during 2008. 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:
  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.
  
  Index
  Item 3.  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.
 
 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
June 30, 2007.  Based upon that evaluation, our current Chief
Executive Officer concluded that the Company’s disclosure controls and
procedures were not effective, as of June 30, 2007.
 
 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 remediationplan, once fully implemented and
operational, is expected to result in the correction of the identified material
weaknesses in internal control over financial reporting.
  
  Index
  PART II - OTHER INFORMATION
  
  Index
  Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds
 
 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.
 
 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
  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 OfficerChief Financial OfficerDate:
              9/25/08


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/
      Michael S. WasikMichael S. WasikChief Executive OfficerChief Financial OfficerDate:
              9/25/08