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, 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   ̈  No  x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes   ̈  No  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  x  No












ROOMLINX, INC.








INDEXPART
      I.  FINANCIAL INFORMATIONItem
      1.    Financial Statements (Unaudited)Consolidated Balance Sheet as of June 30,
    2006Consolidated Statements of Operations for the Three and Six
      Months Ended June 30, 2006 and 2005Consolidated Statements of Cash Flows for the Six Months
      Ended June 30, 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
SHEET


June
30, 2006


(Unaudited)





ASSETSCurrent
      assets:Cash
      and cash equivalents
            
            $
            25,877Accounts
      receivable, net
            
            
            409,954Prepaid
      and other current assets
            
            
            10,202Work
      in progress
            
            
            12,154Total
      current assets
            
            
            458,187Property
      and equipment, net
            
            
            18,166Total
      assets
            
            $
            476,353LIABILITIES AND
      STOCKHOLDERS' (DEFICIT)Current
      liabilities:Accounts
      payable and accrued expenses
            
            $
            496,488Convertible
      debentures
            
            
            1,100,000Notes
      payable
            
            
            265,000Officer
      and stockholder notes payable
            
            
            280,000Accrued
      interest and penalties
            
            
            362,695Obligations
      under capital lease
            
            
            328,493Deferred
      revenue
            
            
            293,107Total
      current liabilities
            
            
            3,125,783Stockholders'
      (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)
            
            
            (21,470,760
            )Total
      stockholders' (deficit)
            
            
            (2,649,430
            )Total
      liabilities and stockholders' (deficit)
            
            $
            476,353








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
      30,2006
            
            
            2005
            
            
            2006
            
            
            2005RevenuesSystem
      sales and installation
            
            $
            125,924
            
            
            $
            278,928
            
            
            $
            353,934
            
            
            $
            618,535Service,
      maintenance and usage
            
            
            388,128
            
            
            
            220,641
            
            
            
            759,842
            
            
            
            428,903514,052
            
            
            
            499,569
            
            
            
            1,113,776
            
            
            
            1,047,438Costs
      and expensesSystem
      sales and installation
            
            
            113,440
            
            
            
            239,814
            
            
            
            219,951
            
            
            
            515,843Service,
      maintenance and usage
            
            
            246,225
            
            
            
            275,450
            
            
            
            457,177
            
            
            
            612,903Sales
      and marketing
            
            
            43,463
            
            
            
            181,966
            
            
            
            83,331
            
            
            
            342,324General
      and administrative
            
            
            93,706
            
            
            
            412,868
            
            
            
            174,594
            
            
            
            751,281Depreciation
            
            
            11,482
            
            
            
            30,663
            
            
            
            22,964
            
            
            
            62,849508,316
            
            
            
            1,140,761
            
            
            
            958,017
            
            
            
            2,285,200Operating
      income (loss)
            
            
            5,736
            
            
            
            (641,192
            )
            
            
            155,759
            
            
            
            (1,237,762
            )Other
      income (expenses)Interest
      expense
            
            
            (93,503
            )
            
            
            (615,830
            )
            
            
            (189,230
            )
            
            
            (845,093
            )Financing
      expense
            
            
            -
            
            
            
            (110,848
            )
            
            
            -
            
            
            
            (146,676
            )Foreign
      currency gain (loss)
            
            
            740
            
            
            
            (12,508
            )
            
            
            17,250
            
            
            
            14,544Other
      income
            
            
            211
            
            
            
            -
            
            
            
            (172
            )
            
            
            -Income
      from discharge of indebtedness
            
            
            392,445
            
            
            
            -
            
            
            
            554,514
            
            
            
            -299,893
            
            
            
            (739,186
            )
            
            
            382,362
            
            
            
            (977,225
            )Income
      (loss) before income taxes
            
            
            305,629
            
            
            
            (1,380,378
            )
            
            
            538,121
            
            
            
            (2,214,987
            )Provision
      for income taxes
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Net
      income (loss)
            
            $
            305,629
            
            
            $
            (1,380,378
            )
            
            $
            538,121
            
            
            $
            (2,214,987
            )Net
      income (loss) per common share:Basic
            
            $
            0.00
            
            
            $
            (0.01
            )
            
            $
            0.00
            
            
            $
            (0.02
            )Diluted
            
            $
            0.00
            
            
            $
            (0.01
            )
            
            $
            0.00
            
            
            $
            (0.02
            )Weighted
      average shares outstanding:Basic
            
            
            132,868,381
            
            
            
            104,415,425
            
            
            
            132,868,381
            
            
            
            104,291,799Diluted
            
            
            176,365,048
            
            
            
            104,415,425
            
            
            
            176,365,048
            
            
            
            104,291,799








The
accompanying notes are an integral part of these consolidated financial
statements.


Index


RoomLinX,
Inc.


CONSOLIDATED STATEMENTS OF
CASH FLOWS


for
the Six Months Ended June 30, 2006 and 2005


(Unaudited)





2006
            
            
            2005Cash
      flows from operating activities:Net
      cash (used in) operating activities
            
            $
            (84,879
            )
            
            $
            (986,728
            )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
            
            
            (70,000
            )
            
            
            (90,000
            )Proceeds
      from loans and issuance of warrants
            
            
            -
            
            
            
            120,000Net
      cash (used in) provided by financing activities
            
            
            (70,000
            )
            
            
            1,013,500Net
      increase (decrease) in cash and equivalents
            
            
            (154,879
            )
            
            
            26,772Cash
      and equivalents at beginning of period
            
            
            180,756
            
            
            
            10,141Cash
      and equivalents at end of period
            
            $
            25,877
            
            
            $
            36,913Supplemental
      Cash Flow InformationInterest
      paid
            
            $
            11,642
            
            
            $
            2,335Non-cash
      investing and financing activities:Value
      of warrants issued and beneficial conversion in conjunction with loans and
      convertible debt
            
            $
            -
            
            
            $
            1,100,000








The
accompanying notes are an integral part of these consolidated financial
statements.


Index


RoomLinX, Inc.


Notes
to Consolidated Financial Statements


June
30, 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-Based Payments,” 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 June 30, 2006, had a
working capital deficit of $2,667,596, an accumulated deficit of $21,470,760 and
a stockholders' deficit of $2,649,430.  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 June 30, 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 $59,083 amortized in 2005.





The
Company was not able to retire the promissory notes as scheduled and, as of June
30, 2006, was in default of the repayment terms.  Subsequent to June
30, 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 June 30, 2006, the outstanding balance was
$190,000.  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 June 30, 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 June 30, 2006, was in default of the repayment terms. Subsequent to
June 30, 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 June 30, 2006, there were 720,000 shares of preferred
stock issued and outstanding.  Dividends accrued and unpaid as of June
30, 2006 were $100,920.





Common Stock:   The Company has authorized 245,000,000 shares of $0.001
par value common stock.  As of June 30, 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$0.100
            
            
            
            1,600,000
            
            
            <1
            
            
            
            160,000$0.150
            
            
            
            7,666,667
            
            
            <1
            
            
            
            1,150,00020,230,000
            
            
            
            
            
            $
            2,132,250
            
            
            $0.105








Warrants
            
            Number
      of Shares
            
            
            Weighted
      Average Exercise PriceOutstanding
      at January 1, 2006
            
            
            27,076,950
            
            
            $
            0.134Issued
            
            
            -
            
            
            
            -Exercised
            
            
            -
            
            
            
            -Expired
      / Cancelled
            
            
            (6,846,950
            )
            
            
            0.220Outstanding
      at June 30, 2006
            
            
            20,230,000
            
            
            $
            0.105





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, 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 June 30, 2006
            
            
            8,600,000
            
            
            $
            0.027Exercisable
      at June 30, 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 Company 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 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 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 the Company’s common stock on such date.  The
remaining 1,100,000 non-qualified stock options were granted to
consultants.





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.





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




On May 4,
2007, the Company’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 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
Company 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 Company’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 Company 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, the Company closed a financing with certain
investors, pursuant to which we sold an aggregate of $2,350,000 principal amount
of Convertible Debentures due May 2012.  Each investor was also given
the option to purchase additional convertible debentures; however, such options
have expired.





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


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


Item2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.





GENERAL








RoomLinX,
Inc., a Nevada corporation ("We," "Us" or the "Company"), provides two core
products and services:





1. Wired
networking solutions and wireless fidelity networking solutions, also known as
Wi-Fi, for high speed internet access to hotels, convention centers, corporate
apartments and special events locations. The Company installs and creates
services that address the productivity and communications needs of hotel guests,
convention center exhibitors and corporate apartment customers. We specialize in
providing advanced Wi-Fi wireless services such as the wireless standards known
as 802.11a/b/g.





Hotel
customers sign long-term service agreements, where we provide the maintenance
for the networks, as well as the right to provide value added services over the
network.





We derive
our revenues primarily from the installation of the wired and wireless networks
we provide to hotels, convention centers and apartment buildings. We derive
additional revenue from the maintenance of these networks. Customers typically
pay a one-time fee for the installation of the network and then pay monthly
maintenance fees for the upkeep and support of the network. During March 1999,
we commenced offering our services commercially. Since our inception, we have
invested significant capital to build our technical infrastructure and network
operations.





2.
In-room media and entertainment solutions for hotels, resorts, and time-share
properties.  The Company develops software and integrates hardware to
facilitate the distribution of entertainment, business applications, national
and local advertising, and content.  The content consists of 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), and
hotel-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.  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.





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 ACCOUNTING POLICIES 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 the United States. The preparation of these
financial statements requires management to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and
the related disclosures of contingent assets and liabilities. On an on-going
basis, management evaluates its estimates and judgments, including those related
to revenue recognition, allowance for doubtful accounts and property and
equipment valuation. Management bases its estimates and judgments on historical
experience and on various other factors that are believed to be reasonable under
the circumstances, the results of which form the basis for making judgments
about the carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these estimates
under different assumptions and conditions.




Management
believes the following critical accounting policies, among others, affect its
more significant judgments and estimates used in the preparation of its
consolidated financial statements.





Our
system sales and installation revenue primarily consists of wired and wireless
network equipment and installation fees associated with the network and is
recognized as revenue when the installation is completed and the customer has
accepted such installation. Our service, maintenance and usage revenue, which
primarily consists of monthly maintenance fees related to the upkeep of the
network, is recognized on a monthly basis as services are provided.





We
estimate the 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-Based Payments,” 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.





FORWARD-LOOKING STATEMENTS


Index


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 June 30,
2006 compared to three months ended June 30, 2005:




For the
three months ended June 30, 2006, we reported net income of $305,630, compared
to a net loss of $(1,380,378), for the three months ended June 30,
2005.  Our operating income for the three months ended June 30,
2006 was $5,736, an improvement in operating results of $646,928 compared
to the operating loss of $(641,192) that we reported for the three months ended
June 30, 2005.  As discussed below, we significantly reduced sales and
marketing expenses and general and administrative 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 decreased 55%
to $125,924 during the three months ended June 30, 2006 from $278,928 during the
three months ended June 30, 2005.  We installed three new customers
during the three months ended June 30, 2006, compared to 10 new installations
during the three months ended June 30, 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 increased 76% to
$388,128 for the three months ended June 30, 2006 from $220,641 for the three
months ended June 30, 2005. The increase was due to an increase in the number of
customers we service on a recurring basis to a total of 191 customers
(representing 35,263 rooms) compared to 148 customers (representing 26,529
rooms) as of June 30, 2005.  The increase resulted from new installs
and the addition of Suite Speed customers.





Cost of system sales and
installation. Cost of system sales and installation decreased 53% to
$113,440 for the three months ended June 30, 2006 from $239,814 for the three
months ended June 30, 2005. The decrease was directly attributable to the
decreased corresponding revenue during the year.





Cost of service, maintenance
and usage. Cost of service, maintenance and usage decreased 11% to
$246,225 for the three months ended June 30, 2006 from $275,450 for the three
months ended June 30, 2005.  The decrease is mainly attributable to
cost efficiencies.





Sales and marketing.
Sales and marketing expense decreased by $138,503 to $43,463 during the three
months ended June 30, 2006 from $181,966 for the three months ended June 30,
2005.  During 2006, we implemented significant cost-cutting
measures.  Such measures included staff reductions resulting in
decreased personnel and personnel related costs of $83,877, a reduction in
travel expenses of $49,002, and a reduction in advertising expense of
$3,915.


Index


General and
administrative. General and administrative expense decreased by $319,162
to $93,705 for the three months ended June 30, 2006 from $412,868 for the three
months ended June 30, 2005. During 2006, we implemented significant cost-cutting
measures.  As a result of reduction of staff, personnel related costs
were reduced $241,804 to $42,602 in 2006 from $284,406 in
2005.  Office related costs such as rent, telephone, insurance and
supplies were reduced $66,052 from $89,717 in 2005 to $23,665 in 2006.
Professional fees, SEC fees, and investor relations fees decreased $46,954 from
$61,770 in 2005 to $14,816 in 2006.  These savings were somewhat
offset by the increase to bad debt expense of $6,218 for the three months ended
June 30, 2006 compared to no bad debt expense for the three months ended
June 30, 2005 as well as added travel expenses of $6,404 in 2006.





Depreciation of property and
equipment. Depreciation of property and equipment decreased to $11,482
for the three months ended June 30, 2006 as compared to $30,663 for the three
months ended June 30, 2005.  This reduction is directly attributable
to a change in our business model regarding the ownership of assets located at
our customers’ facilities.  Previously we retained ownership of the
assets until the end of the contract and depreciated the 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 periodically reviewed and the shorter of the
actual life or the economic life of the assets are used.




Interest expense.
Interest expense decreased $522,327 to $93,503 for the three months ended June
30, 2006 as compared to $615,830 for the three months ended June 30, 2005. The
decrease is attributable to the increase in the principal balance of outstanding
debt and the increase in interest rates and penalties associated with our
inability to retire the debt as it matured, and the fact there was no
amortization of debt discount for the three months ended June 30, 2006 as
compared to $576,950 for the three months ended June 30, 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 a gain of $740 for
the three months ended June 30, 2006 compared to a gain of $12,508 for the three
months ended June 30, 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 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 the Company in the future.




Income from discharge of
indebtedness. During the
three months ended June 30, 2006, the Company negotiated settlements with
several vendors and realized discharge of indebtedness income.  There
was no corresponding income for the three months ended June 30,
2005.








Six
months ended June 30, 2006 compared to six months ended June 30,
2005:








For the
six months ended June 30, 2006, we reported net income of $538,121,
compared to a net loss of $(2,214,987), for the six months ended June 30,
2005.  Our operating income for the six months ended June
30, 2006 was $155,760, an improvement in operating results of
$1,393,522 compared to the operating loss of $(1,237,762) that we reported
for the six months ended June 30, 2005.  As discussed below, we
significantly reduced sales and marketing expenses and general and
administrative 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 decreased 43%
to $353,933 during the six months ended June 30, 2006 from $618,535 during
the six months ended June 30, 2005.  We installed six new
customers during the six months ended June 30, 2006, compared to
16 new installations during the six months ended June 30,
2005.  This component of our revenue stream is dependent upon the
acquisition of new customers, which can vary from year to year.


Index


Service, maintenance and
usage revenue. Service, maintenance and usage revenue increased 77% to
$759,842 for the six months ended June 30, 2006 from $428,903 for the six
months ended June 30, 2005. The increase was due to an increase in the
number of customers we service on a recurring basis to a total of
191 customers (representing 35,263 rooms) compared to 148 customers
(representing 26,529 rooms) as of June 30, 2005.  The increase
resulted from new installs and the addition of Suite Speed
customers.





Backlog. As of June
30, 2006, we had one customer installation in progress, both of which were
completed during the third quarter of 2006.  As of June 30, 2006,
there were 13 service contracts scheduled to conclude during the
third quarter of 2006.  Five of the customers continued
their service with us and eight of the customers cancelled their
contractual arrangement with us.





Cost of system sales and
installation. Cost of system sales and installation decreased 57% to
$219,951 for the six months ended June 30, 2006 from $515,843 for the six months
ended June 30, 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 usage decreased 25% to
$457,177 for the six months ended June 30, 2006 from $613,903 for the
six months ended June 30, 2005.  The decrease is mainly
attributable to cost efficiencies.





Sales and marketing.
Sales and marketing expense decreased by $258,993 to $83,331 during the six
months ended June 30, 2006 from $342,324 for the six months ended June
30, 2005.  During 2006, we implemented significant cost-cutting
measures.  Such measures included staff reductions resulting in
decreased personnel and personnel related costs of $174,559; a reduction in
travel expenses of $78,392, and a reduction in advertising expense of
$4,333.





General and
administrative. General and administrative expense decreased by $576,687
to $174,593 for the six months ended June 30, 2006 from $751,281 for the
six months ended June 30, 2005. During 2006 we implemented significant
cost-cutting measures.  As a result of reduction of staff, personnel
related costs were reduced $472,572 to $77,957 in 2006 from $550,529 in
2005.  Office related costs such as rent, telephone, insurance and
supplies were reduced $114,220 from $164,140 in 2005 to $49,920 in 2006.
Professional fees, SEC fees, and investor relations fees decreased $122,195 from
$203,345 in 2005 to $81,150 in 2006.  These savings were somewhat
offset by the increase of bad debt expense to $7,793 for the six months ended
September 30, 2006 compared to no bad debt expense for the six months ended
September 30, 2005 as well as added travel expenses of $6,404 in
2006.





Depreciation of property and
equipment. Depreciation of property and equipment decreased to $22,964
for the six months ended June 30, 2006 as compared to $62,849 for the six
months ended June 30, 2005.  This reduction is directly
attributable to a change in our business model regarding the ownership of assets
located at our customers’ facilities.  Previously we retained
ownership of the assets until the end of the contract and depreciated the 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 periodically reviewed and the shorter of the
actual life or the economic life of the assets are used.





Interest expense.
Interest expense decreased $655,863 to $189,230 for the six months ended
June 30, 2006 as compared to $845,093 for the six months ended June 30,
2005. The increase is attributable to the increase in the principal balance of
outstanding debt and the increase in interest rates and penalties associated
with our inability to retire the debt as it matured, and the fact there was
no amortization of debt discount for the six months ended June 30, 2006 as
compared to $785,194 for the six months ended April 30, 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 a gain of $17,250
for the six months ended June 30, 2006 compared to a gain of $14,544 for
the six months ended June 30, 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 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 the Company in
the future.


Index


Income from discharge of
indebtedness. During the six
months ended June 30, 2006, the Company negotiated settlements with several
vendors and realized discharge of indebtedness income.  There was no
corresponding income for the six months ended June 30, 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 June 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.





We have
incurred significant operating losses since our inception and as of June 30,
2006 had a working capital deficiency and stockholder’s deficit of $2,667,596
and $2,649,430, respectively. Although we succeeded in generating net income of
$538,121 in the six months ended June 30, 2006, the cumulative
deficiency and deficit raise substantial doubt about our ability to continue as
a going concern.





As of
June 30, 2006 we had $25,877 in cash and cash equivalents, which amount is not
sufficient to fund operating activities during the remainder of 2006
and 2007.  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 in operating activities was $84,879 for the six months ended June 30, 2006
as compared to $986,728 for the six months ended June 30, 2005.





Net cash
used in financing activities was $70,000 for the six months ended June 30, 2006
as compared to cash provided by financing activities of $1,013,500 for the six
months ended June 30, 2005.  During the six months ended June 30, 2006
we used cash of $70,000 for principal payments on debt.


Index


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 $328,493 has
been included in the financial statements as a potential capital lease
obligation.





As of
June 30, 2006, our primary financial commitments consisted of $3,125,783
recorded as current liabilities plus future obligations under operating
leases.  Total future payments under operating leases were $80,998 at
June 30, 2006, including $19,047 due during 2006 and $24,313 due during 2007. 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:





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.


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
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 June 30, 2006.





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.


Index


Need to
discuss the remaining 2.3M ISOs and 1.1M NQOs





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.





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.




Index




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.





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.





Item6. 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:
            7/1/08Pursuant
      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:
            7/1/08By:
            /s/
            Michael S.
      WasikMichael
      S. WasikChief
      Executive Officer,Chief
      Financial Officer and DirectorDate:
            7/1/08By:
            /s/
            Herbert I. Hunt,
      IIIHerbert
      I. Hunt, IIIDirectorDate:
            7/1/08