Troika Media Group, Inc. - FORM 8-K/A - EX-99.2 - EXHIBIT 99.2

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file	filename
8-K/A - FORM 8-K (AMENDMENT NO. 1) - Troika Media Group, Inc.	t69421_8ka.htm
EX-99.1 - EXHIBIT 99.1 - Troika Media Group, Inc.	ex99-1.htm

EXHIBIT 99.2

Roomlinx, Inc.
PROFORMA CONSOLIDATED BALANCE SHEETS
(Unaudited)

				Canadian
	Roomlinx, Inc.			Communications
	December 31,			December 31,
	2009			2009			Adjustments			Consolidated			Notes
ASSETS
Current assets:
Cash and cash equivalents	$	656,080		$	37,829		$	(500,000	)	$	193,909			a,b,e
Accounts receivable, net		458,614			190,725						649,339
Leases receivable, current portion		85,145			-						85,145
Prepaid and other current assets		34,296			79,719						114,015
Inventory		240,755			254,323						495,078
Due from affiliate		-			105,000						105,000
Total current assets		1,474,890			667,596			(500,000	)		1,642,486

Property and equipment, net		267,378			690,552						957,930
Leases receivable, non-current		341,620			-						341,620
RMLX Stock								-			-			b,e
Investment in CanComm		-			-			-			-			a,d
Goodwill		-			1,727,753						1,727,753
Total assets	$	2,083,888		$	3,085,901		$	(500,000	)	$	4,669,789


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued expenses	$	337,796		$	387,902					$	725,698
Accrued interest		3,437			-						3,437
Capital lease, current portion		9,615			-						9,615
Notes payable, current portion		-			81,188						81,188
Notes payable - related parties, current portion		-			317,000			(317,000	)		-			e
Deferred revenue		200,477			12,030						212,507
Due to Canadian Communications, LLC.		-			-						-
Total current liabilities		551,325			798,120			(317,000	)		1,032,445

Capital lease, non-current		15,840			-						15,840
Notes payable, non-current portion		-			104,783						104,783
Notes payable - related parties, non-current portion		-			2,510,737			(2,510,737	)		-			e
Line of credit		464,000			-						464,000

Stockholders' equity:
Preferred stock - $0.20 par value, 5,000,000 shares authorized:
Class A - 720,000 shares authorized, issued and outstanding		144,000									144,000
Common stock - $0.001 par value, 200,000,000 shares authorized:
4,613,915 and 3,871,903 shares issued and outstanding, respectively		387,190						270			387,460			a
Members' interest		-			1,000			(1,000	)		-			b,c,d
Additional paid-in capital		26,786,371						821,720			27,608,091			a,c
Other comprehensive (loss) - currency translation		-			(5,559	)		5,559			-			c
Accumulated (deficit)		(26,264,838	)		(388,451	)		1,501,188			(25,152,101	)		c,e
Minority interest		-			65,271						65,271
Total stockholder's equity		1,052,723			(327,739	)		2,327,737			3,052,721
Total liabilities and stockholders' equity (deficit)	$	2,083,888		$	3,085,901		$	(500,000	)	$	4,669,789

See the accompanying notes to the pro-forma financial statements.

Roomlinx, Inc.
PROFORMA CONSOLIDATED STATEMENTS OF OPERATIONS
for the Year Ended December 31, 2009
(Unaudited)

				Canadian
	Roomlinx, Inc.			Communications
	December 31,			December 31,
	2009			2009			Adjustments		Consolidated

Revenues:
Sales	$	2,440,857		$	1,337,342				$	3,778,199
Cost of goods sold		1,564,141			886,616					2,450,757
Gross profit		876,716			450,726			-		1,327,442

Operating expenses:
Operations		495,005			398,911					893,916
Product development		289,711			-					289,711
General and administrative		1,193,967			117,945					1,311,912
Depreciation		66,670			195,618					262,288
		2,045,353			712,474			-		2,757,827
Operating (loss)		(1,168,637	)		(261,748	)		-		(1,430,385	)

Non-operating income (expense):
Interest expense		(274,476	)		(157,920	)				(432,396	)
Financing Expense		(99	)		145					46
Derivative income (expense)		(1,409,356	)		-
Foreign currency (loss)		(6,027	)		(5,559	)				(11,586	)
Other income (expense)		70,826			26,834					97,660
Investment Income		-			40,000					40,000
		(1,619,132	)		(96,500	)		-		(306,276	)

Loss before minority interest and income taxes		(2,787,769	)		(358,248	)		-		(1,736,661	)

Minority interest					11,600					11,600
Provision for income taxes		-			-			-		-

Net (loss)		(2,787,769	)		(346,648	)		-		(1,725,061	)

Series C Preferred dividend		29,032			-					29,032

Net loss available to common shareholders		(2,816,801	)		(346,648	)		-		(1,754,093	)

See the accompanying notes to the pro-forma financial statements.

Roomlinx, Inc.
PROFORMA CONSOLIDATED STATEMENTS OF OPERATIONS
for the Nine Months Ended September 30, 2010
(Unaudited)

				Canadian
	Roomlinx, Inc.			Communications
	September 30			September 30
	2010			2010			Adjustments		Consolidated

Revenues:
Sales	$	2,656,455		$	1,932,957				$	4,589,412
Cost of goods sold		1,994,639			1,269,561					3,264,200
Gross profit		661,816			663,396			-		1,325,212

Operating expenses:
Operations		493,390			441,012					934,402
Product development		260,404			-					260,404
General and administrative		916,412			141,268					1,057,680
Depreciation		83,062			127,562					210,624
		1,753,268			709,842			-		2,463,110
Operating (loss)		(1,091,452	)		(46,446	)		-		(1,137,898	)

Non-operating income (expense):
Interest expense		(36,912	)		(279,543	)				(316,455	)
Financing Expense		(10,052	)		-					(10,052	)
Foreign currency (loss)		(2,680	)		(20,437	)				(23,117	)
Other income (expense)		56,068			(509	)				55,559
		6,424			(300,489	)		-		(294,065	)

Loss before minority interest and income taxes		(1,085,028	)		(346,935	)		-		(1,431,963	)

Minority interest		-			(848	)				(848	)
Provision for income taxes		-			-			-		-

Net (loss)		(1,085,028	)		(347,783	)		-		(1,432,811	)

See the accompanying notes to the pro-forma financial statements.

ROOMLINX, INC.

NOTES TO PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2009

(UNAUDITED)

(1)	Basis of Pro-Forma Presentation

On October 1, 2010, Roomlinx, Inc., a Nevada corporation (“Roomlinx”), acquired 100% of the membership interests of Canadian Communications, LLC, a Colorado limited liability company (the “Canadian”) for aggregate consideration of $500,000 in cash and the issuance of 270,000 shares of Roomlinx’s common stock, par value $0.001 per share, of which 79,000 are being held back as security for the sellers’ indemnification obligations (the “Holdback Shares”). Roomlinx, Canadian, Peyton Communications, LLC, Garneau Alliance LLC, Peyton Holdings Corporation and Ed Garneau entered into a Unit Purchase Agreement dated as of October 1, 2010 (the “Purchase Agreement”) providing for the above described transaction.

The unaudited pro-forma consolidated financial statements are presented as of December 31, 2009 and September 30, 2010 and include the results of Canadian Communications, LLC as of and for the year and nine months ended on those dates respectively.

(2)	Pro-Forma Adjustments

a.	To record the $500,000 and 270,000 shares of common stock at $4.50 payable from Roomlinx to Canadian Communications, LLC.

b.	To record sale of members' interest on Canadian Communications, LLC. Financials.

c.	To eliminate the historical accumulated deficit of Canadian Communications, LLC.

d.	To eliminate investment in Canadian Communications

e.	To record payment of notes payable with Roomlinx, Inc. proceeds and relief of debt

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