U.S.
SECURITIES AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 Form
10-Q
 
 (Mark
One)
 x Quarterly Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
 For
the quarterly period ended June 30, 2009
 
 o Transition Report
pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
 For
the transition period from______________ to _______________
 
 Commission
File No. 000-26213
 
 ROOMLINX,
INC.
 
 (Exact
name of registrant 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)
 
  
 Indicate
by check mark whether the registrant (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 x No o
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
 
 Large
      accelerated filer o
                    Accelerated
      filer oNon-accelerated
      filer o
                    Smaller
      reporting company 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 August 10, 2009
was 277,394,031.
  
 ROOMLINX,
INC.
 
 
 INDEX
 
 PART
      I.  FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Balance Sheets as of June 30, 2009 (unaudited) and
      December 31, 2008Consolidated Statements of Operations for the Three Months and
      Six Months Ended June 30, 2009 and 2008 (unaudited)Consolidated Statements of Cash Flows for the Six Months Ended
      June 30, 2009 and 2008 (unaudited)Notes to Consolidated Financial Statements
      (unaudited)Item 2. Management's Discussion and Analysis of Financial
      Condition and Results of OperationsForward-Looking StatementsGeneralCritical Accounting PoliciesResults of OperationsRecent
      Accounting PronouncementsFinancial ConditionItem 3.  Quantitative and Qualitative Disclosures
      About Market RiskItem 4T. Controls and ProceduresPART
      II.  OTHER INFORMATIONItem 1.  Legal ProceedingsItem 2.  Unregistered Sales of Equity Securities and
      Use of ProceedsItem 3.  Defaults Upon Senior
      SecuritiesItem 4.  Submission of Matters to a Vote of Security
      HoldersItem 5.  Other InformationItem 6.  ExhibitsSignatures
  
 Index
 
 PART
I.  FINANCIAL INFORMATION
  Roomlinx, Inc.
 CONSOLIDATED BALANCE
SHEETS
  June
      30,2009
                                        
                                        
                                        December
      31,(Unaudited)
                                        
                                        
                                        2008ASSETSCurrent
      assets:Cash
      and cash equivalents
                                        
                                        $
                                        1,422,558
                                        
                                        
                                        $
                                        1,941,215Accounts
      receivable, net
                                        
                                        
                                        300,534
                                        
                                        
                                        
                                        258,538Lease
      receivable, current portion
                                        
                                        
                                        70,717
                                        
                                        
                                        
                                        48,578Prepaid
      and other current assets
                                        
                                        
                                        35,399
                                        
                                        
                                        
                                        29,979Work
      in progress
                                        
                                        
                                        173,411
                                        
                                        
                                        
                                        173,964Inventory
                                        
                                        
                                        85,604
                                        
                                        
                                        
                                        74,930Total
      current assets
                                        
                                        
                                        2,088,223
                                        
                                        
                                        
                                        2,527,204Property
      and equipment, net
                                        
                                        
                                        136,446
                                        
                                        
                                        
                                        123,886Lease
      receivable, non-current
                                        
                                        
                                        350,794
                                        
                                        
                                        
                                        225,582Total
      assets
                                        
                                        $
                                        2,575,463
                                        
                                        
                                        $
                                        2,876,672LIABILITIES AND STOCKHOLDERS'
      (DEFICIT)Current
      liabilities:Accounts
      payable and accrued expenses
                                        
                                        $
                                        364,594
                                        
                                        
                                        $
                                        434,171Accrued
      interest
                                        
                                        
                                        34,364
                                        
                                        
                                        
                                        35,443Deferred
      revenue
                                        
                                        
                                        377,198
                                        
                                        
                                        
                                        472,101Total
      current liabilities
                                        
                                        
                                        776,156
                                        
                                        
                                        
                                        941,715Convertible
      debentures
                                        
                                        
                                        3,322,384
                                        
                                        
                                        
                                        1,970,810Line
      of credit
                                        
                                        
                                        340,000
                                        
                                        
                                        
                                        -Stockholders'
      (deficit):Preferred
      stock - $0.20 par value, 5,000,000 shares authorized:Class
      A - 720,000 shares authorized, issued and outstanding
                                        
                                        
                                        144,000
                                        
                                        
                                        
                                        144,000Series
      B - 2,000,000 shares authorized; none issued and
    outstanding
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Series
      C - 1,400 shares authorized; none and 1,000 shares issuedand
      outstanding, respectively
                                        
                                        
                                        -
                                        
                                        
                                        
                                        200Common
      stock - $0.001 par value, 1,500,000,000 shares authorized:272,394,031
      and 158,483,488 shares issued and outstanding,
respectively
                                        
                                        
                                        272,394
                                        
                                        
                                        
                                        158,483Additional
      paid-in capital
                                        
                                        
                                        23,488,176
                                        
                                        
                                        
                                        23,109,501Accumulated
      (deficit)
                                        
                                        
                                        (25,767,647
                                        )
                                        
                                        
                                        (23,448,037
                                        )Total
      stockholders' (deficit)
                                        
                                        
                                        (1,863,077
                                        )
                                        
                                        
                                        (35,853
                                        )Total
      liabilities and stockholders' (deficit)
                                        
                                        $
                                        2,575,463
                                        
                                        
                                        $
                                        2,876,672
 The
accompanying notes are an integral part of these consolidated financial
statements.
 1
 
 Index
 Roomlinx, Inc.
 CONSOLIDATEDSTATEMENTS OF
OPERATIONS
 for
the Three and Six Months Ended June 30, 2009 and 2008
 (Unaudited)
  For
      the Three Months Ended
                                    
                                    
                                    For
      the Six Months EndedJune
      30
                                    
                                    
                                    June
      302009
                                    
                                    
                                    2008
                                    
                                    
                                    2009
                                    
                                    
                                    2008Revenues:Sales
                                    
                                    $
                                    427,019
                                    
                                    
                                    $
                                    424,392
                                    
                                    
                                    $
                                    1,108,699
                                    
                                    
                                    $
                                    802,058Cost
      of goods sold
                                    
                                    
                                    328,348
                                    
                                    
                                    
                                    230,557
                                    
                                    
                                    
                                    877,682
                                    
                                    
                                    
                                    532,961Gross
      profit
                                    
                                    
                                    98,671
                                    
                                    
                                    
                                    193,835
                                    
                                    
                                    
                                    231,017
                                    
                                    
                                    
                                    269,097Operating
      expenses:Operations
                                    
                                    
                                    104,616
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    193,294
                                    
                                    
                                    
                                    -Product
      development
                                    
                                    
                                    84,545
                                    
                                    
                                    
                                    131,528
                                    
                                    
                                    
                                    172,454
                                    
                                    
                                    
                                    245,944General
      and administrative
                                    
                                    
                                    325,625
                                    
                                    
                                    
                                    251,853
                                    
                                    
                                    
                                    538,267
                                    
                                    
                                    
                                    495,321Depreciation
                                    
                                    
                                    16,157
                                    
                                    
                                    
                                    7,039
                                    
                                    
                                    
                                    29,087
                                    
                                    
                                    
                                    12,918530,943
                                    
                                    
                                    
                                    390,420
                                    
                                    
                                    
                                    933,102
                                    
                                    
                                    
                                    754,183Operating
      (loss)
                                    
                                    
                                    (432,272
                                    )
                                    
                                    
                                    (196,585
                                    )
                                    
                                    
                                    (702,085
                                    )
                                    
                                    
                                    (485,086
                                    )Non-operating
      income (expense):Interest
      expense
                                    
                                    
                                    (44,531
                                    )
                                    
                                    
                                    (37,523
                                    )
                                    
                                    
                                    (86,463
                                    )
                                    
                                    
                                    (73,906
                                    )Derivative
      expense
                                    
                                    
                                    (2,352,090
                                    )
                                    
                                    
                                    (1,397,111
                                    )
                                    
                                    
                                    (1,531,619
                                    )
                                    
                                    
                                    (1,158,575
                                    )Foreign
      currency (loss)
                                    
                                    
                                    (2,433
                                    )
                                    
                                    
                                    (2,849
                                    )
                                    
                                    
                                    (5,383
                                    )
                                    
                                    
                                    (4,215
                                    )Other
      income
                                    
                                    
                                    15,631
                                    
                                    
                                    
                                    2,230
                                    
                                    
                                    
                                    34,974
                                    
                                    
                                    
                                    10,879(2,383,423
                                    )
                                    
                                    
                                    (1,435,253
                                    )
                                    
                                    
                                    (1,588,491
                                    )
                                    
                                    
                                    (1,225,817
                                    )(Loss)
      before income taxes
                                    
                                    
                                    (2,815,695
                                    )
                                    
                                    
                                    (1,631,838
                                    )
                                    
                                    
                                    (2,290,576
                                    )
                                    
                                    
                                    (1,710,903
                                    )Provision
      for income taxes
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Net
      (loss)
                                    
                                    
                                    (2,815,695
                                    )
                                    
                                    
                                    (1,631,838
                                    )
                                    
                                    
                                    (2,290,576
                                    )
                                    
                                    
                                    (1,710,903
                                    )Series
      C Preferred dividend
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    29,032
                                    
                                    
                                    
                                    -Net
      (loss) available to common shareholders
                                    
                                    $
                                    (2,815,695
                                    )
                                    
                                    $
                                    (1,631,838
                                    )
                                    
                                    $
                                    (2,319,608
                                    )
                                    
                                    $
                                    (1,710,903
                                    )Net
      (loss) per common share:Basic
      and diluted
                                    
                                    $
                                    (0.01
                                    )
                                    
                                    $
                                    (0.01
                                    )
                                    
                                    $
                                    (0.01
                                    )
                                    
                                    $
                                    (0.01
                                    )Weighted
      average shares outstanding:Basic
      and diluted
                                    
                                    
                                    270,031,389
                                    
                                    
                                    
                                    151,892,045
                                    
                                    
                                    
                                    219,373,914
                                    
                                    
                                    
                                    151,198,600
 The
accompanying notes are an integral part of these consolidated financial
statements.
 2
 Index
 Roomlinx,
Inc.
 CONSOLIDATEDSTATEMENTS OF CASH
FLOWS
 for
the Six Months Ended June 30, 2009 and 2008
 (Unaudited)
 2009
                                          
                                          
                                          2008Cash
      flows from operating activities:Net
      (loss)
                                          
                                          $
                                          (2,290,576
                                          )
                                          
                                          $
                                          (1,710,903
                                          )Adjustments
      to reconcile net (loss) to net cash(used
      in) provided by operating activities:Depreciation
                                          
                                          
                                          29,087
                                          
                                          
                                          
                                          12,918Income
      from discharge of indebtedness
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (992
                                          )Derivative
      expense
                                          
                                          
                                          1,531,619
                                          
                                          
                                          
                                          1,158,575Derivative
      carrying value increase
                                          
                                          
                                          16,658
                                          
                                          
                                          
                                          4,176Common
      stock, warrants, and options issued as compensation
                                          
                                          
                                          224,800
                                          
                                          
                                          
                                          19,486Non-cash
      interest expense
                                          
                                          
                                          70,210
                                          
                                          
                                          
                                          70,598Accrued
      series C preferred dividends
                                          
                                          
                                          (29,032
                                          )
                                          
                                          
                                          -Provision
      for uncollectible accounts
                                          
                                          
                                          (43,782
                                          )
                                          
                                          
                                          -Changes
      in operating assets and liabilities:Accounts
      receivable
                                          
                                          
                                          1,786
                                          
                                          
                                          
                                          138,703Inventory
                                          
                                          
                                          (10,674
                                          )
                                          
                                          
                                          (61,117
                                          )Work
      in process
                                          
                                          
                                          553
                                          
                                          
                                          
                                          -Prepaid
      and other current assets
                                          
                                          
                                          (5,420
                                          )
                                          
                                          
                                          12,205Accounts
      payable and accrued expenses
                                          
                                          
                                          (69,579
                                          )
                                          
                                          
                                          (77,367
                                          )Deferred
      revenue
                                          
                                          
                                          (94,904
                                          )
                                          
                                          
                                          101,446Accrued
      interest
                                          
                                          
                                          (1,079
                                          )
                                          
                                          
                                          (869
                                          )Total
      adjustments
                                          
                                          
                                          1,620,243
                                          
                                          
                                          
                                          1,377,762Net
      cash (used in) operating activities
                                          
                                          
                                          (670,333
                                          )
                                          
                                          
                                          (333,141
                                          )Cash
      flows from investing activities:Leases
      receivable
                                          
                                          
                                          (159,291
                                          )
                                          
                                          
                                          -Payments
      received on leases receivable
                                          
                                          
                                          11,940
                                          
                                          
                                          
                                          -Purchase
      of property and equipment
                                          
                                          
                                          (40,973
                                          )
                                          
                                          
                                          (31,106
                                          )Net
      cash (used in) investing activities
                                          
                                          
                                          (188,324
                                          )
                                          
                                          
                                          (31,106
                                          )Cash
      flows from financing activities:Cash
      proceeds from line of credit
                                          
                                          
                                          340,000
                                          
                                          
                                          
                                          -Net
      cash provided by financing activities
                                          
                                          
                                          340,000
                                          
                                          
                                          
                                          -Net
      (decrease) in cash and equivalents
                                          
                                          
                                          (518,657
                                          )
                                          
                                          
                                          (364,247
                                          )Cash
      and equivalents at beginning of period
                                          
                                          
                                          1,941,215
                                          
                                          
                                          
                                          915,165Cash
      and equivalents at end of period
                                          
                                          $
                                          1,422,558
                                          
                                          
                                          $
                                          550,918Supplemental
      Cash Flow InformationCash
      paid for interest
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -Cash
      paid for income taxes
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -Non-cash
      investing and financing activities:Conversion
      of series C preferred stock to common stock
                                          
                                          $
                                          100,000
                                          
                                          
                                          $
                                          -Common
      stock issued for debentures
                                          
                                          $
                                          197,376
                                          
                                          
                                          $
                                          -Issuance
      of common stock for accrued series C preferred stock
    dividend
                                          
                                          $
                                          91,532
                                          
                                          
                                          $
                                          -
 The
accompanying notes are an integral part of these consolidated financial
statements.
 3
 Index
 Roomlinx,
Inc.
 Notes to Consolidated Financial Statements
 June
30, 2009
 (Unaudited)
 
 1.     Overview
and Summary of Significant Accounting Policies
  Description of
Business: Roomlinx, Inc. (the “Company”) is incorporated under the
laws of the state of Nevada.  The Company sells, installs, and
services 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 Hollywood, adult, and specialty
content, business applications, national and local advertising, and concierge
services.  The Company also sells, installs and services hardware for
wired networking solutions and wireless fidelity networking solutions, also
known as Wi-Fi, for high-speed internet access to hotels, resorts, and time
share locations. The Company installs and creates services that address the
productivity and communications needs of hotel, resort and time share guests.
The Company utilizes third party contractors to install such hardware and
software.
 
 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-K as
of and for the year ended December 31, 2008.
 
 Reclassification:Certain
amounts in the 2008 financial statements have been reclassified to confirm to
the current year presentation.
 
 Per Share
Amounts:    The Company computes net income per share
under the provisions of SFAS No. 128, “Earnings per Share” (SFAS
128).  Under the provisions of SFAS 128, basic net income per share is
computed by dividing the Company’s net income for the period by the
weighted-average number of shares of common stock outstanding during the
period.  Diluted net income 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 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 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.
 
 4
 
 Index
 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.
 
 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 SFAS 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.     Line
of Credit
  On June
5, 2009, the Company, entered into a Revolving Credit, Security and Warrant
Purchase Agreement (the “Credit Agreement") with Cenfin LLC, a Delaware limited
liability company (“Cenfin”), pursuant to which Cenfin agreed to make revolving
loans to Roomlinx from time to time in a maximum outstanding amount of
$5,000,000 and pursuant to which, upon the making of each such Revolving Loan,
Roomlinx will issue to Cenfin a Revolving Credit Note evidencing such Revolving
Loan and a Warrant to purchase a number of shares of Roomlinx Common Stock equal
to 50% of the principal amount funded in respect of such Revolving Loan divided
by $.02 per share. Each Revolving Credit Note will bear interest at a rate of 9%
per annum and mature on the fifth anniversary of its issuance. Each Warrant will
be exercisable for a three year period from its issuance at an initial exercise
price of $.02 per share. At June 30, 2009 $340,000 was borrowed against this
line.
 
 3.     Convertible
Debentures
 
 On June
11, 2007 and June 13, 2007, the Company sold an aggregate of $2,350,000
principal amount of Convertible Debentures due May 2012 (the “Convertible
Debentures”) to a number of investors pursuant to a Securities Purchase
Agreement (the “June Purchase Agreement”).  $2,300,000 of the
debentures were purchased with cash and $50,000 was converted from a note
payable.  During May 2009, $100,000 of the debentures were converted
into 5 million shares of Common Stock.
 
 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.
 
 5
 Index
  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 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.  All interest to date has
been settled in shares of common 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, 2009, 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.
  4.    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 2 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, 2009, 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 aggregate risk-free rate of return used was 1.48%,
based on constant maturity rates published by the U.S. Federal Reserve,
applicable to the remaining life of the options.
 
 At June
30, 2009, the following derivative liabilities were outstanding:
 
 Issue
      Date
                                          
                                          Expiry
      Date
                                          
                                          Instrument
                                          
                                          Conversion/
                                            Exercise
      Price Per Share
                                          
                                          Value
      –
                                            Issue
      Date
                                          
                                          Value
      -
                                            June
      30, 2009June
      2007
                                          
                                          May
      2012
                                          
                                          $2,350,000
                                            Convertible
      Debentures
                                          
                                          $0.02
                                          
                                          $2,338,899
                                          
                                          $3,289,458June
      2007
                                          
                                          
                                          
                                          Convertible
      Debentures Carrying Amount
                                          
                                          
                                          
                                          -
                                          
                                          32,926June
      2007
                                          
                                          December
      2007
                                          
                                          Option
      to acquire
                                            $1,175,000
                                            Convertible
      Debentures
                                          
                                          $0.03
                                          
                                          431,264
                                          
                                          -Total
      derivative financial instruments
                                          
                                          $2,770,163
                                          
                                          $3,322,384
  6
 Index
  5.     Stockholders'
(Deficit)
  Preferred
Stock:   The Company has authorized 5,000,000
preferred shares with a $0.20 par value.  There are three designations
of the class of preferred shares: Class A, Series B, and Series C 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 Series
B Preferred Stock is not entitled to any dividends.  The Series C
stock accrues dividends at an annual rate of 6% per year, payable quarterly,
either in cash or, at the Company’s election, shares of common stock through
March 5, 2009.  As of June 30, 2009, there were 720,000 shares of
Class A Preferred Stock, no shares of Series B Preferred Stock, and no shares of
Series C Preferred Stock issued and outstanding.  Class A dividends
accrued and unpaid as of June 30, 2009, were $139,800; these dividends have not
been declared by the board so they are not included in accrued
expenses.  Series C dividends accrued and unpaid as of June 30, 2009,
were $0.
 
 On March
31, 2009 the Company’s board of directors approved the conversion of 1,000
shares of Series C Preferred Stock into 100,000,000 shares of Common Stock per
the July 31, 2008 securities purchase agreement.
  Common
Stock:   As of June 30, 2009 the Company has
authorized 1,500,000,000 shares of $0.001 par value common stock.  As
of June 30, 2009, there were 272,394,031 shares of common stock issued and
outstanding.
 
 On
January 2, 2009, the Board approved and issued 1,417,707 shares of our common
stock with a fair value of $35,443, as interest for the fourth quarter of 2008,
pursuant to the clauses outlined in the convertible debenture agreements of June
11, 2007.
 
 On March
5, 2009, the stockholders approved an amendment and restatement of the Company’s
Articles of Incorporation to increase the number of authorized shares of the
Company’s Common Stock from 245,000,000 to 1,500,000,000.
 
 On March
31, 2008 the Company’s board of directors approved the conversion of 1,000
shares of Series C Preferred Stock into 100,000,000 shares of Common Stock per
the July 31, 2008 securities purchase agreement.
 
 On March
31, 2008 the Company’s board of directors approved and issued 6,102,151 shares
of common stock with a fair value of $91,532 for the payment of Series C
Preferred Stock Dividends.
 
 On April
1, 2009, the Board of Directors approved and issued 1,390,685 shares of our
common stock with a fair value of $34,767, as interest for the first quarter of
2009, pursuant to the clauses outlined in the convertible debenture agreements
of June 11 and June 13, 2007.
 
 On May
14, 2009 $100,000 in convertible debentures was converted to 5,000,000 shares of
common stock pursuant to the clauses outlined in the convertible debenture
agreements of June 11 and June 13, 2007. This conversion has a fair value of
$197,376.
 
 Warrants:
 
 On June
14, 2009, 8,500,000 warrants were granted pursuant to the clauses outlined in
the securities purchase agreement dated June 5, 2009.  Such warrants
were issued at an exercise price of $0.02 per share and vest immediately; the
warrants expire 3 years from the date of issuance.
  7
 Index
  On June
30, 2009, the Company had the following outstanding warrants:
 
 Exercise
      Price
                            Number
      of Shares
                            Remaining
      Contractual Life (in years)
                            Exercise
      Price times Number of Shares
                            
                            Weighted
      Average Exercise Price
                            
                            Aggregate
      Intrinsic Value$0.020
                            15,000,000
                            3.79
                            $300,000
                            
                            
                            
                            $195,000$0.020
                            2,962,500
                            2.95
                            59,250
                            
                            
                            
                            38,513$0.030
                            7,000,000
                            2.95
                            210,000
                            
                            
                            
                            21,000$0.030
                            3,900,000
                            2.50
                            117,000
                            
                            
                            
                            -$0.040
                            20,000,000
                            2.06
                            800,000
                            
                            
                            
                            -$0.060
                            20,000,000
                            2.06
                            1,200,000
                            
                            
                            
                            -$0.075
                            10,963,333
                            0.67
                            822,250
                            
                            
                            
                            110,500$0.020
                            8,500,000
                            2.97
                            170,00088,325,833
                            
                            $3,678,500
                            
                            $0.042
                            
                            $376,713
 
 
 Warrants
                  
                  Number
      of Shares
                  
                  
                  Weighted
      Average Exercise Price
                  
                  Remaining
      Contractual Life (in years)
                  
                  Aggregate
      Intrinsic ValueOutstanding
      at December 31, 2008
                  
                  
                  79,825,833
                  
                  
                  $
                  0.044Issued
                  
                  
                  8,500,000
                  
                  
                  
                  0.020Exercised
                  
                  
                  -
                  
                  
                  
                  -Expired
      / Cancelled
                  
                  
                  -
                  
                  
                  
                  -Outstanding
      at June 30, 2009
                  
                  
                  88,325,833
                  
                  
                  $
                  0.042
                  
                  2.42
                  
                  $
      376,713Exercisable
      at June 30, 2009
                  
                  
                  73,325,833
                  
                  
                  $
                  0.046
                  
                  2.31
                  
                  $
      181,713
  Options:   The
Company adopted a long term incentive stock option plan (the "Stock Option
Plan"). The Stock Option Plan provides for the issuance of 120,000,000 shares of
common stock upon exercise of options which may be granted pursuant to the Stock
Option Plan. As of June 30, 2009, options to purchase 17,198,333 shares were
vested. The options vest as determined by the Board of Directors and are
exercisable for a period of no more than 10 years.
 
 On
February 23, 2009, the Company’s Board of Directors approved the grant of an
aggregate of 350,000 Incentive Stock Options and an aggregate of 200,000
Non-Qualified Stock Options.  Such options were issued at an exercise
price of $0.01 per share and vest one-third (1/3) on each of the first three
anniversaries of the grant date; the options expire 7 years from the date of
issuance or upon termination of employment with the company.  100,000
of the qualified options terminated prior to the end of the quarter due to
termination of employment.
 
 On
February 23, 2009, the Registrant’s Board of Directors approved the grant of an
aggregate of 1,200,000 Non-Qualified Stock Options.  Such options were
issued at an exercise price of $0.01 per share and vest in 12 equal installments
over 12 months; the options expire 7 years from the date of issuance or upon
termination of employment with the company.
 
 8
 Index
  On March
5, 2009, the Stockholders approved an amendment to the Company’s Long Term
Incentive Plan to increase the number of shares of Common Stock available for
issuance there under from 25,000,000 to 120,000,000.
 
 On June
5, 2009 the Company’s Board of Directors approved a grant of 10,000,000
Incentive Stock Options to an officer and board member, pursuant to his
employment agreement dated June 5, 2009.  Such options were issued at
an exercise price of $0.033 per share and vest one-half (1/2) on each of the
first two anniversaries of the grant date; the options expire 7 years from the
date of issuance or upon termination of employment with the
company.
  On June
30, 2009, the Company had the following outstanding options:
  Exercise
      Price
                                          
                                          
                                          Number
      of Shares
                                          
                                          
                                          Remaining
                                            Contractual
      Life (in
                                            years)
                                          
                                          
                                          Exercise
      Price
                                            times
      Number
                                            of
      Shares
                                          
                                          Weighted
                                            Average
                                            Exercise
      Price
                                          
                                          Aggregate
                                            Intrinsic
                                            Value$
                                          0.033
                                          
                                          
                                          
                                          10,000,000
                                          
                                          
                                          
                                          6.94
                                          
                                          
                                          $
                                          330,000
                                          
                                          
                                          
                                          $
                                          -$
                                          0.010
                                          
                                          
                                          
                                          1,650,000
                                          
                                          
                                          
                                          6.65
                                          
                                          
                                          
                                          16,500
                                          
                                          
                                          
                                          
                                          37,950$
                                          0.017
                                          
                                          
                                          
                                          200,000
                                          
                                          
                                          
                                          6.34
                                          
                                          
                                          
                                          3,400
                                          
                                          
                                          
                                          
                                          3,200$
                                          0.012
                                          
                                          
                                          
                                          800,000
                                          
                                          
                                          
                                          6.14
                                          
                                          
                                          
                                          9,600
                                          
                                          
                                          
                                          
                                          16,800$
                                          0.020
                                          
                                          
                                          
                                          800,000
                                          
                                          
                                          
                                          6.06
                                          
                                          
                                          
                                          16,000
                                          
                                          
                                          
                                          
                                          10,400$
                                          0.017
                                          
                                          
                                          
                                          150,000
                                          
                                          
                                          
                                          5.88
                                          
                                          
                                          
                                          1,700
                                          
                                          
                                          
                                          
                                          1,600$
                                          0.015
                                          
                                          
                                          
                                          950,000
                                          
                                          
                                          
                                          5.36
                                          
                                          
                                          
                                          14,250
                                          
                                          
                                          
                                          
                                          17,100$
                                          0.025
                                          
                                          
                                          
                                          1,00,000
                                          
                                          
                                          
                                          4.85
                                          
                                          
                                          
                                          25,000
                                          
                                          
                                          
                                          
                                          8,000$
                                          0.020
                                          
                                          
                                          
                                          13,500,000
                                          
                                          
                                          
                                          4.39
                                          
                                          
                                          
                                          270,000
                                          
                                          
                                          
                                          
                                          175,500$
                                          0.026
                                          
                                          
                                          
                                          1,000,000
                                          
                                          
                                          
                                          3.12
                                          
                                          
                                          
                                          26,000
                                          
                                          
                                          
                                          
                                          7,000$
                                          0.100
                                          
                                          
                                          
                                          500,000
                                          
                                          
                                          
                                          0.57
                                          
                                          
                                          
                                          50,000
                                          
                                          
                                          
                                          
                                          -30,500,000
                                          
                                          
                                          
                                          
                                          
                                          
                                          $
                                          762,450
                                          
                                          $          0.025
                                          
                                          $
                                          277,550
 
 Options
                                
                                Number
      of Shares
                                
                                
                                Weighted
                                  Average
                                  Exercise
      Price
                                
                                
                                Weighted
                                  Average
                                  Remaining
                                  Contractual
                                  Life
      (in years)
                                
                                
                                Aggregate
                                  Intrinsic
                                  ValueOutstanding
      at December 31, 2008
                                
                                
                                20,150,000
                                
                                
                                $
                                0.022Granted
                                
                                
                                11,750,000
                                
                                
                                
                                0.030Exercised
                                
                                
                                -
                                
                                
                                
                                -Expired
      / Cancelled
                                
                                
                                (1,400,000
                                )
                                
                                
                                0.016Outstanding
      at June 30, 2009
                                
                                
                                30,500,000
                                
                                
                                $
                                0.025
                                
                                
                                
                                5.30
                                
                                
                                $
                                277,550Vested
      at June 30, 2009
                                
                                
                                17,198,333
                                
                                
                                $
                                0.023
                                
                                
                                
                                4.84
                                
                                
                                $
                                213,337Exercisable
      at June 30, 2009
                                
                                
                                17,198,333
                                
                                
                                $
                                0.023
                                
                                
                                
                                4.84
                                
                                
                                $
                                213,337
 
 
 The
Company recorded deferred compensation expense of $312,270 in connection with
options granted during the quarter ended June 30, 2009. The fair value of the
option grants was estimated on the date of grant utilizing the Black-Scholes
option pricing model with the following weighted average assumptions for grants:
expected life of options of 7 years, expected volatility of 142%, risk-free
interest rate of 3.25% and no dividend yield. The weighted average fair value at
the date of grant for options granted during the quarter ended June 30, 2009,
averaged $0.03 per option.
 
 9
 Index
  The
Company recorded deferred compensation expense of $16,354 in connection with
options granted during the quarter ended March 31, 2009. The fair value of the
option grants was estimated on the date of grant utilizing the Black-Scholes
option pricing model with the following weighted average assumptions for grants:
expected life of options of 7 years, expected volatility of 139%, risk-free
interest rate of 2.22% and no dividend yield. The weighted average fair value at
the date of grant for options granted during the quarter ended March 31, 2009,
averaged $0.009 per option.
 
 6.     
Subsequent Events
 
 On July
7, 2009 $100,000 in convertible debentures were converted to 5,000,000 shares of
common stock pursuant to the clauses outlined in the convertible debenture
agreements of June 11 and June 13, 2007.
  Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
 
 FORWARD-LOOKING STATEMENTS
 
 This Form
10-Q 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.
 
 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, resorts, and , timeshare,
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
revenues from the installation of the wired and wireless networks we provide to
hotels, resorts, and time share properties. 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 2008 we made a fundamental change in
our business model pertaining to our on-site support.
  10
 Index
    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 high
definition and standard definition 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 (optional), a media
console (consisting of a DVD player, CD 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 selling our proprietary hardware and software to
hotels, resorts and time share locations as well as delivering content and
providing security and support of the media and entertainment
product.  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 have
successfully completed the installation of multiple properties, and have signed
contracts to install additional properties.
  Management’s
Discussion and Analysis (MD&A) is designed to provide the reader of the
financial statements with a narrative discussion of our results of operations;
financial position; liquidity and capital resources; critical accounting
policies and significant estimates; and the impact of recently issued accounting
standards.  Our MD&A is presented in five sections:
  ·
              Critical
      Accounting Policies
 ·
              Results
      of Operations
 ·
              Recent
      Accounting Pronouncements
 ·
              Financial
      Condition
 ·
              Forward-Looking
      Statements
  This
discussion should be read in conjunction with our consolidated financial
statements and accompanying Notes included in this report and in the 2008 annual
report on Form 10-K, as well as our reports on Form 8-K and other SEC
filings.
  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.
  11
 Index
  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.
 
 Media and
Entertainment product revenue primarily consists of media and entertainment
equipment purchases, installation of that equipment, software and content
license fees, and maintenance fees related to the upkeep of the
system.  Revenue on the equipment and installations is recognized when
the installation is complete and the customer has accepted such
installation.  Revenue on the service and maintenance is recognized as
invoiced per the individual contracts.
  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, software, and labor which has been
incurred 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.
  The
Company follows SFAS No. 123(R), “Share-Based Payment,” 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.
  In
connection with the sale of debt or equity instruments, we may sell options or
warrants to purchase our common stock. In certain circumstances, these options
or warrants may be classified as derivative liabilities, rather than as equity.
Additionally, the debt or equity instruments may contain embedded derivative
instruments, such as conversion options, which in certain circumstances may be
required to be bifurcated from the associated host instrument and accounted for
separately as a derivative instrument liability.
 
 The
identification of, and accounting for, derivative instruments is complex. Our
derivative instrument liabilities are re-valued at the end of each reporting
period, with changes in the fair value of the derivative liability recorded as
charges or credits to income, in the period in which the changes occur. For
options, warrants and bifurcated conversion options that are accounted for as
derivative instrument liabilities, we determine the fair value of these
instruments using the Cox-Ross-Rubinstein binomial option pricing model. That
model requires assumptions related to the remaining term of the instruments and
risk-free rates of return, our current common stock price and expected dividend
yield, and the expected volatility of our common stock price over the life of
the instruments.  The identification of, and accounting for,
derivative instruments and the assumptions used to value them can significantly
affect our financial statements.
  12
 Index
  RESULTS OF OPERATIONS
 
 Three months ended June 30,
2009 compared to three months ended June 30, 2008:
  Our
revenues for the three months ended June 30, 2009 were $427,019, an increase of
1% over our $424,392 in revenues for the three months ended June 30,
2008.  Our cost of goods sold for the three months ended June 30, 2009
was $328,348 an increase of 42% over our $230,557 cost of goods sold for
the three months ended June 30, 2008.  Our gross profit for the three
months ended June 30, 2009 was $98,671, a 49% decrease over the
$193,835 gross profit for the three months ended June 30, 2008.  These
results are primarily attributable to the higher margin HSIA installations
completed during 2008 compared to the margins on M&E installations completed
during 2009.   We expect higher gross profit numbers, on the
residual revenues, as we install more of our interactive TV
systems.
  Our
operating expenses for the three months ended June 30, 2009 were $530,943
compared to $390,420 for the three months ended June 30, 2008, an increase of
36%.  We created a new department in 2009; our operations department
had expenses of $104,616 which consisted primarily of personnel related
costs.  We reduced our costs in our product development department to
$84,545 during the three months ended June 30, 2009 from $131,528 in
2008.  This decrease was primarily due to a reduction in personnel
costs and a reduction in design and implementation costs of our media and
entertainment products.  Our selling and general administrative
expenses increased to $325,625 in 2009 from $251,853 in 2008.  This
increase is primarily attributable to the increase in stock compensation expense
to $118,774 in 2009 from $3,636 in 2008.
 
 For the
three months ended June 30, 2009, our non-operating income increased to $15,631
compared to $2,230 during the three months ended June 30, 2008.  This
is primarily comprised of interest income on equipment leases to
customers.
  For the
three months ended June 30, 2009, we reported a net loss of $2,815,695, compared
to a net loss of $1,631,838 for the three months ended June 30,
2008.  The increase in derivative expense to $2,352,090 in 2009 from
$1,397,111 in 2008 and the increase in stock compensation expense are primary
factors in the results.
  Six months ended June 30,
2009 compared to six months ended June 30, 2008:
  Our
revenues for the six months ended June 30, 2009 were $1,108,699, an increase of
38% over our $802,058 in revenues for the six months ended June 30,
2008.  Our cost of goods sold for the six months ended June 30, 2009
was $877,682 an increase of 65% over our $532,961 cost of goods sold for
the six months ended June 30, 2008.  Our gross profit for the six
months ending June 30, 2009 was $231,017, a 14% decrease over the $269,097
gross profit for the three months ended June 30, 2008.  These results
are primarily attributable to the higher margin HSIA installations completed
during 2008 compared to the margins on M&E installations completed during
2009.   We expect higher gross profit numbers, on the residual
revenues, as we install more of our interactive TV systems.
  Our
operating expenses for the six months ended June 30, 2009 were $933,102 compared
to $754,183 for the six months ended June 30, 2008, an increase of
24%.  We created a new department in 2009; our operations department
had expenses of $193,294 which consisted primarily of personnel related
costs.  We reduced our costs in our product development department to
$172,454 during the six months ended June 30, 2009 from $245,944 in
2008.  This decrease was primarily due to a reduction in personnel
costs and a reduction in design and implementation costs of our media and
entertainment products.  Our selling and general administrative
expenses increased to $538,267 in 2009 from $495,321 in 2008.  This
increase is primarily attributable to the increase in stock compensation expense
to $224,800 for 2009 from $19,486 in 2008.
  For the
six months ended June 30, 2009, our non-operating income increased to $34,974
compared to $10,879 during the six months ended June 30, 2008.  This
increase is primarily comprised of interest income on equipment leases to
customers.
  13
 Index
  For the
six months ended June 30, 2009, we reported a net loss of $2,319,608, compared
to a net loss of $1,710,903 for the six months ended June 30,
2008.  The increase in derivative expense to $1,531,619 in 2009 from
$1,158,575 in 2008 and the increase in stock compensation expense are primary
factors in the results.
  FINANCIAL CONDITION
 
 Liquidity
and Capital Resources
 
 As of
June 30, 2009 we had $1,422,558 in cash and cash equivalents, which amount, in
addition to the financing discussed below, is sufficient to fund operating
activities and continue investing in our new media and entertainment product
through 2009 and 2010.
 
 Operating
Activities
 
 Net cash
used by operating activities was $670,333 for the six months ended June 30, 2009
as compared to $333,141 used for the six months ended June 30, 2008. The change
was primarily due to the effect of derivative expense and stock compensation
expense.
  Investing
Activities
 
 Net cash
used by investing activities was $188,324 for the six months ended June 30,
2009, primarily attributable to our investment in capital leases, as compared to
$31,106 in investing activity for the six months ended June 30, 2008, used to
purchase property and equipment.
 
 Financing
Activities
 
 Net cash
gained by financing activities was $340,000 for the six months ended June 30,
2009, primarily attributable to securing a line of credit.  There were
no financing activities for the six months ended June 30, 2008.
 
 Item 3. Quantitative and Qualitative
Disclosures about Market Risk
  We are
exposed to risk from potential changes in the U.S./Canadian currency exchange
rates as they relate to our services and purchases for our Canadian
customers.
  Foreign
exchange gain / (loss)
  Foreign
transactions resulted in a loss of $5,383 for the six months ended June 30, 2009
compared to a loss of $4,215 for the six months ended June 30, 2008. 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.
  Translation
of Financial Results
  Because
we translate a portion of our financial results from Canadian dollars to U.S.
dollars, fluctuations in the value of the Canadian dollar have a direct affect
on our reported consolidated results.  We do not hedge against the
possible impact of this risk.  A 10 percent adverse change in the
foreign currency exchange rate would not have a significant impact on our
consolidated results of operations or financial position.
  14
 Index
  Item 4.  Controls and Procedures
 
 (a)           Management’s
Evaluation of Disclosure Controls and Procedures
  As of the
end of the period covered by this Quarterly Report, we carried out an
evaluation, under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer/Principal Accounting Officer, of
the effectiveness of the design and operation of our disclosure controls and
procedures. Based upon this evaluation, our Chief Executive Officer and Chief
Financial Officer/Principal Accounting Officer have concluded that information
required to be disclosed is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission’s rules and
forms, and is accumulated and communicated to management, including our Chief
Executive Officer and Chief Financial Officer/Principal Accounting Officer, to
allow for timely decisions regarding required disclosure of material information
required to be disclosed in the reports that we file or submit under the
Exchange Act. Our disclosure controls and procedures are designed to provide
reasonable assurance of achieving these objectives and our Chief Executive
Officer and Chief Financial Officer/Principal Accounting Officer have concluded
that our disclosure controls and procedures are effective to a reasonable
assurance level of achieving such objectives. However, it should be noted that
the design of any system of controls is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions, regardless of how remote.
  (b)           Management’s
Report on Internal Control over Financial Reporting
  Our
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rules 13a-15(f) and
15d-15(f) under the Securities Exchange Act of 1934, as amended. The Company’s
internal control over financial reporting is designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles. The Company’s internal control over financial
reporting includes those policies and procedures that:
 
 (i)           pertain
to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
Company;
 
 (ii)           provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of our management and directors;
and
 
 (iii)           provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company’s assets that could have a
material effect on the financial statements.
  Because
of the inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
  Management
assessed the effectiveness of the Company’s internal control over financial
reporting as of June 30, 2009. In making this assessment, management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission in Internal Control-Integrated Framework. Management’s assessment
included an evaluation of the design of our internal control over financial
reporting and testing of the operational effectiveness of these
controls.
  Based on
this assessment, management has concluded that as of June 30, 2009, our internal
control over financial reporting was effective to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with U.S. generally
accepted accounting principles.
  This
Quarterly Report does not include an attestation report of the Company’s
registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the Company’s
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management’s
report in this annual report.
  15
 Index
  (c)           Changes
in Internal Control over Financial Reporting
  There
were no changes in our internal control over financial reporting during our
fiscal quarter ended June 30, 2009 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
  16
 Index
  PART
II - OTHER INFORMATION
 
 
 Item 1. Legal Proceedings
 
 None.
 
 Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds
 
 On
January 2, 2009, the Board of Directors approved and issued 1,417,707 shares of
our common stock, as interest for the fourth quarter of 2008, pursuant to the
clauses outlined in the convertible debenture agreements of June 11,
2007.
 
 On March
5, 2009, the Stockholders approved an Amendment and Restatement of the Company’s
Articles of Incorporation to increase the number of authorized shares of the
Company’s Common Stock from 245,000,000 to 1,500,000,000.
 
 On March
31, 2008 the Company’s Board of Directors approved the conversion of 1,000
shares of Series C Preferred Stock into 100,000,000 shares of Common Stock per
the July 31, 2008 securities purchase agreement.
 
 On March
31, 2008 the Company’s Board of Directors approved and issued 6,102,151 shares
of common stock for the payment of Series C Preferred Stock
Dividends.
 
 On April
1, 2009, the Board of Directors approved and issued 1,390,685 shares of our
common stock, as interest for the first quarter of 2009, pursuant to the clauses
outlined in the convertible debenture agreements of June 11 and June 13,
2007.
 
 On May
14, 2009 $100,000 in convertible debentures was converted to 5,000,000 shares of
common stock pursuant to the clauses outlined in the convertible debenture
agreements of June 11 and June 13, 2007.
 
 Item 3. Defaults Upon Senior Securities
 
 None.
 
 Item 4. Submission of Matters to a Vote of Security
Holders
 
 The
annual meeting of the stockholders of Roomlinx, Inc. (the “Company”) was held on
March 5, 2009 at the offices of the Company, 2150 W. 6th Ave.,
Unit H, Broomfield, CO 80020.
 More than
50% of the Company’s shares of Common Stock (treating convertible Preferred
Stock on an “as converted” to Common Stock basis) were represented in person or
by proxy, being a majority of the shares entitled to vote required by the
Company’s By-laws for a quorum.
 The
purposes of the meeting were:
 1.
              To
      elect Directors to hold office until the next Annual Meeting and until
      their successors are elected and
qualified.
 2.
              To
      approve an amendment to the Company’s Long Term Incentive Plan to increase
      the number of shares of Common Stock available for issuance there under
      from 25,000,000 to 120,000,000.
 3.
              To
      approve the amendment and restatement of the Company’s Articles of
      Incorporation to increase the number of authorized shares of the Company’s
      Common Stock from 245,000,000 to
1,500,000,000.
 4.
              To
      approve the amendment of the Company’s Articles of Incorporation effecting
      a 1-for-200 reverse stock split of the Company’s Common Stock and a
      simultaneous decrease in the number of authorized shares of the Company’s
      Common Stock to 200,000,000.
 5.
              To
      ratify the appointment of Stark Winter Schenkein & Co., LLP as
      independent auditors of the Company for the fiscal year ended December 31,
      2008.
 6.
              To
      consider and act upon such other business as may properly come before the
      meeting.
 The
number of shares issued, outstanding and entitled to vote at the meeting was
259,901,195 shares of Common Stock and Series C Preferred Stock convertible into
Common Stock.  The number of stockholders present at the meeting held
192,842,880 shares of Common Stock and Series C Preferred Stock convertible into
Common Stock, constituting a quorum.  The number of votes being cast
for, against, and abstaining on each matter are as follows:
  17
 
 Index
 MATTER
                              VOTES
                                FOR
                              VOTES
                                AGAINST/
                                WITHHELD
                              VOTES
                                ABSTAININGTo
      elect the following Directors to hold office until the next Annual
      Meeting  and until their successors are elected and
      qualified:
                                Michael
      S. Wasik
                                Judson
      Just
                                Christopher
      Blisard
                              191,677,270
                                191,675,270
                                191,675,270
                              1,165,610
                                1,167,610
                                1,167,610
                              -
                                -
                                -To
      approve an amendment to the Company’s Long Term Incentive Plan to increase
      the number of shares of Common Stock available for issuance there under
      from 25,000,000 to 120,000,000
                              143,784,123
                              4,978,771
                              44,079,986To
      approve the amendment and restatement of the Company’s Articles of
      Incorporation to increase the number of authorized shares of the Company’s
      Common Stock from 245,000,000 to 1,500,000,000
                              180,528,171
                              11,576,498
                              738,211To
      approve the amendment of the Company’s Articles of Incorporation effecting
      a 1-for-200 reverse stock split of the Company’s Common Stock and a
      simultaneous decrease in the number of authorized shares of the Company’s
      Common Stock to 200,000,000
                              48,232,992
                              144,178,182
                              431,706To
      ratify the appointment of Stark Winter Schenkein & Co., LLP as
      independent auditors of the Company for the fiscal year ended December 31,
      2008
                              191,141,664
                              1,615,114
                              86,102
 
 The
Report of the Inspector of Election showed that: (i) Messrs. Wasik, Just and
Blisard had been elected as Directors until the next Annual Meeting and until
their successors have been elected and qualified; (ii) the amendment to the
Company’s Long Term Incentive Plan to increase the number of shares of Common
Stock available for issuance there under from 25,000,000 to 120,000,00 had been
approved; (iii) the amendment and restatement of the Company’s Articles of
Incorporation to increase the number of authorized shares of the Company’s
Common Stock from 245,000,000 to 1,500,000,000 had been approved; (iv) the
amendment of the Company’s Articles of Incorporation effecting a 1-for-200
reverse stock split of the Company’s Common Stock and a simultaneous decrease in
the number of authorized shares of the Company’s Common Stock to 200,000,000 had
NOT been
approved; and (v) the appointment of Stark Winter Schenkein & Co., LLP as
independent auditors of the Company for the fiscal year ended December 31, 2008
had been ratified.
 
 Item 5. Other Information
 
 None.
 
 Item 6. Exhibits
  3.1
Amended and Restated Articles of Incorporation of the registrant is incorporated
by reference to Exhibit 3.1 to the registrant's 8k filed on March 10,
2009.
  10.1
Roomlinx, Inc. Long Term Incentive Plan is incorporated by reference to Annex A
to the definitive proxy statement filed by the registrant. with the SEC on
January 30, 2009
  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.
  18
 
 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 Officer
                    Chief
      Financial OfficerDate:
                  8/11/09
 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 Officer,
                            Chief
      Financial Officer and DirectorDate:
                          8/11/09