t73962_sc13da.htm

0001188112-12-002030.txt : 20120626 0001188112-12-002030.hdr.sgml : 20120626 20120626144631 ACCESSION NUMBER: 0001188112-12-002030 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120626 DATE AS OF CHANGE: 20120626 GROUP MEMBERS: CENFIN LLC GROUP MEMBERS: HULSIZER DESCENDANT TRUST GROUP MEMBERS: JENNIFER JUST GROUP MEMBERS: JUST DESCENDANT TRUST FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hulsizer Matthew CENTRAL INDEX KEY: 0001442015 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 141 JACKSON BLVD CITY: CHICAGO STATE: IL ZIP: 60604 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROOMLINX INC CENTRAL INDEX KEY: 0001021096 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 830401552 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78492 FILM NUMBER: 12927016 BUSINESS ADDRESS: STREET 1: 2150 W. 6TH AVE STREET 2: UNIT N CITY: BROOMFIELD STATE: CO ZIP: 80020 BUSINESS PHONE: (303)544-1111 MAIL ADDRESS: STREET 1: 2150 W. 6TH AVE STREET 2: UNIT N CITY: BROOMFIELD STATE: CO ZIP: 80020 FORMER COMPANY: FORMER CONFORMED NAME: ARC COMMUNICATIONS INC DATE OF NAME CHANGE: 19990527 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCE TELECOMMUNICATIONS HOLDING CORP DATE OF NAME CHANGE: 19970212 SC 13D/A 1 t73962_sc13da.htm SCHEDULE 13D (AMENDMENT NO. 2) t73962_sc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

RoomLinX, Inc.

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

776382 20 2

(CUSIP Number)

Matthew Hulsizer

141 W. Jackson, #500

Chicago, IL

(312) 362-2401

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 2, 2010

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box £.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that Section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

	SCHEDULE 13D	Page 2 of 9
CUSIP NO. 776382 20 2

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Matthew Hulsizer
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2,315,581*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 2,315,581*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,362,522*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.9%*
14	TYPE OF REPORTING PERSON IN

*Includes shares of common stock issuable upon exercise of warrants as detailed in Item 5 of this Schedule 13D/A.

	SCHEDULE 13D	Page 3 of 9
CUSIP NO. 776382 20 2

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Jennifer Just
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2,317,081*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 2,317,081*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,362,522*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.9%*
14	TYPE OF REPORTING PERSON IN

*Includes shares of common stock issuable upon exercise of warrants as detailed in Item 5 of this Schedule 13D/A.

	SCHEDULE 13D	Page 4 of 9
CUSIP NO. 776382 20 2

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Hulsizer Descendant Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 42,441*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 42,441*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,362,522*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.9%*
14	TYPE OF REPORTING PERSON OO

*Includes shares of common stock issuable upon exercise of warrants as detailed in Item 5 of this Schedule 13D/A.

	SCHEDULE 13D	Page 5 of 9
CUSIP NO. 776382 20 2

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Just Descendant Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 42,441*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 42,441*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,362,522*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.9%*
14	TYPE OF REPORTING PERSON OO

*Includes shares of common stock issuable upon exercise of warrants as detailed in Item 5 of this Schedule 13D/A.

	SCHEDULE 13D	Page 6 of 9
CUSIP NO. 776382 20 2

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Cenfin LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 1,294,000*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 1,294,000*
		10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,362,522*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.9%*
14	TYPE OF REPORTING PERSON 00

*Includes shares of common stock issuable upon exercise of warrants as detailed in Item 5 of this Schedule 13D/A.

Amendment No. 2 to Schedule 13D

This Amendment No. 2 to Schedule 13D (this “Schedule”) is being filed jointly by (collectively, the “Filing Parties”) Matthew Hulsizer, Jennifer Just, Hulsizer Descendant Trust, Just Descendant Trust and Cenfin LLC, a Delaware limited liability company (“Cenfin”).

Except as amended hereby, the original Schedule 13D filed by the Filing Parties on August 12, 2008, as amended by Amendment No. 1 to Schedule 13D, filed by the Filing Parties on May 6, 2010 (as amended, the “Original 13D”), remains in full force and effect and shall be read together with this Schedule. Capitalized terms not defined herein shall have the meanings ascribed to them in the Original 13D.

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

Item No. 5 is amended by replacing it in its entirety with the following:

(a) Matthew Hulsizer beneficially owns 2,315,581 shares of Common Stock of the Issuer, including shares of Common Stock issuable upon exercise of warrants, as follows: (i) 976,140 shares are jointly owned with Jennifer Just; (ii) 42,441 shares are owned by the Hulsizer Descendant Trust of which Matthew Hulsizer is Trustee; (iii) 424,000 shares are owned by Cenfin, an affiliate of Jennifer Just, (iv) 870,000 shares which may be issued upon the exercise of warrants are owned by Cenfin and (v) 3,000 shares are held as Custodian for the benefit of Matthew Hulsizer’s child. The shares of Common Stock of the Issuer beneficially owned by Matthew Hulsizer represent approximately 32.2% of the Issuer’s Common Stock.

Jennifer Just beneficially owns 2,317,081 shares of Common Stock of the Issuer, including shares of Common Stock issuable upon exercise of warrants, as follows: (i) 976,140 shares are jointly owned with Matthew Hulsizer; (ii) 42,441 shares are owned by the Just Descendant Trust of which Jennifer Just is Trustee; (iii) 424,000 shares are owned by Cenfin, (iv) 870,000 shares which may be issued upon the exercise of warrants are owned by Cenfin and (v) 4,500 shares are held as Custodian for the benefit of Jennifer Just’s children. The shares of Common Stock of the Issuer beneficially owned by Jennifer Just represent approximately 32.2% of the Issuer’s Common Stock.

The Hulsizer Descendant Trust beneficially owns 42,441 shares of Common Stock of the Issuer. The shares of Common Stock of the Issuer beneficially owned by the Hulsizer Descendant Trust represents approximately 0.6% of the Issuer’s Common Stock.

The Just Descendant Trust beneficially owns 42,441 shares of Common Stock of the Issuer. The shares of Common Stock of the Issuer beneficially owned by the Just Descendant Trust represents approximately 0.6% of the Issuer’s Common Stock.

Cenfin beneficially owns 1,294,000 shares of Common Stock of the Issuer, including 870,000 shares which may be issued upon the exercise of warrants owned by Cenfin. The shares of Common Stock of the Issuer beneficially owned by Cenfin represents approximately 18% of the Issuer’s Common Stock.

As a group, the Reporting Persons beneficially own 2,362,522 shares of Common Stock of the Issuer. The shares of Common Stock of the Issuer beneficially owned by the Reporting Persons as a group represent approximately 32.9% of the Issuer’s Common Stock.

Page 7 of 9

(b) Matthew Hulsizer and Jennifer Just have shared voting power and shared dispositive power with respect to 976,140 shares of Common Stock of the Issuer. The Hulsizer Descendant Trust has shared voting power and shared dispositive power with respect to 42,441 shares of Common Stock, such powers being shared with Matthew Hulsizer as Trustee of the Hulsizer Descendant Trust. The Just Descendant Trust has shared voting power and shared dispositive power with respect to 42,441 shares of Common Stock, such powers being shared with Jennifer Just as Trustee of the Just Descendant Trust. Cenfin has sole voting and sole dispositive power with respect to 1,294,000 shares of Common Stock including shares of Common Stock issuable upon the exercise of warrants owned by it.

(c) As a result of the Issuer drawing on that certain Revolving Credit, Security and Warrant Purchase Agreement, dated June 5, 2009, by and between the Issuer and Cenfin, (i) the following warrants were issued to Cenfin, each with an exercise price of $2.00 per share and a 3 year term, and (ii) certain of the following warrants were exercised by Cenfin, each as follows:

	Issue Date		Number of Warrants		Exercise Date
	8/2/2010		170,500		8/31/2010
	9/30/2010		75,000		10/1/2010
	12/20/2010		62,500		3/2/2011
	3/2/2011		65,000
	4/22/2011		50,000
	6/13/2011		62,500
	7/28/2011		30,000
	8/9/2011		150,000
	9/13/2011		112,500
	10/31/2011		150,000
	1/18/2012		125,000
	3/16/2012		125,000

Page 8 of 9

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated as of: June 14, 2012

	/s/ Matthew Hulsizer
	Matthew Hulsizer

	/s/ Jennifer Just
	Jennifer Just


	HULSIZER DESCENDANT TRUST


	By:	/s/ Matthew Hulsizer
	Matthew Hulsizer, Trustee


	JUST DESCENDANT TRUST


	By:	/s/ Jennifer Just
	Jennifer Just, Trustee


	CENFIN LLC


	By:	/s/ Matthew Hulsizer
	Matthew Hulsizer, Manager