Troika Media Group, Inc. - FORM 10-Q

Attached files

file	filename
EX-31.2 - EXHIBIT312 - Troika Media Group, Inc.	exhibit312.htm
EX-31.1 - EXHIBIT311 - Troika Media Group, Inc.	exhibit311.htm
EX-32.1 - EXHIBIT321 - Troika Media Group, Inc.	exhibit321.htm

UNITED STATES

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 September 30, 2014

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 Number: 000-26213

ROOMLINX, INC.

(Exact name of registrant as specified in its charter)

Nevada	83-0401552
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

11101 W. 120th Ave., Suite 200, Broomfield, Colorado 80021

(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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 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 o

Non-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 December 11, 2014 was 6,411,413.

Table of Contents

ROOMLINX, INC.

TABLE OF CONTENTS

		Page

PART I. FINANCIAL INFORMATION		3

Item 1.	Financial Statements	3

	Consolidated Balance Sheets as of September 30, 2014 (unaudited) and December 31, 2013	3

	Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, 2014 and 2013 (unaudited)	4

	Consolidated Statement of Changes in Deficit for the Nine Months Ended September 30, 2014 (unaudited)	5

	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2014 and 2013 (unaudited)	6

	Notes to Consolidated Financial Statements (unaudited)	7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31

Item 4.	Controls and Procedures	32

PART II. OTHER INFORMATION		33

Item 1.	Legal Proceedings	33

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33

Item 3.	Defaults Upon Senior Securities	33

Item 4.	Mine Safety Disclosures	33

Item 5.	Other Information	33

Item 6.	Exhibits	33

Signatures		34

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Roomlinx, Inc.
CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	2014			2013
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	2,199,889		$	2,125,655
Accounts receivable, net		853,786			1,241,459
Leases receivable, current portion		620,860			764,879
Prepaid and other current assets		151,079			87,303
Inventory, net		1,256,886			1,434,337
Total current assets		5,082,500			5,653,633

Property and equipment, net		162,887			317,486
Leases receivable, non-current		353,667			816,487
Total assets	$	5,599,054		$	6,787,606

LIABILITIES AND DEFICIT

Current liabilities:
Line of credit, current portion	$	1,106,000		$	464,000
Accounts payable		4,022,954			3,970,034
Accrued expenses and other current liabilities		507,536			512,683
Customer deposits		1,261,874			1,295,450
Notes payable and other obligations, current portion		22,255			23,374
Unearned income, current portion		58,750			59,344
Deferred revenue, current portion		189,641			274,862
Total current liabilities		7,169,010			6,599,747

Deferred revenue, less current portion		253,953			251,595
Notes payable and other obligations, less current portion		9,013			23,449
Unearned income, less current portion		20,575			103,268
Line of credit, net of discount, less current portion		3,159,722			3,885,203

Total liabilities		10,612,273			10,863,262

Deficit:
Preferred stock - $0.20 par value, 5,000,000 shares authorized:
Class A - 720,000 shares authorized, issued and outstanding (liquidation
preference of $144,000 at September 30, 2014 and December 31, 2013)		144,000			144,000
Common stock - $0.001 par value, 200,000,000 shares authorized: 6,411,413
shares issued and outstanding at September 30, 2014 and December 31, 2013		6,411			6,411
Additional paid-in capital		37,793,704			37,460,577
Accumulated deficit		(42,972,192	)		(41,713,638	)
Accumulated other comprehensive loss		(23,439	)		(18,976	)
Total Roomlinx, Inc. shareholders' deficit		(5,051,516	)		(4,121,626	)
Non-controlling interest		38,297			45,970
Total deficit		(5,013,219	)		(4,075,656	)
Total liabilities and deficit	$	5,599,054		$	6,787,606

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

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Roomlinx, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
for the three and nie months ended September 30, 2014 and 2013
(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Revenues:
Hospitality:
Product and installation	$	699,473		$	1,404,535		$	1,216,891		$	2,879,357
Services		1,122,509			1,266,828			3,757,342			3,712,824
Residential:
Services		220,026			223,868			594,344			659,185
Total		2,042,008			2,895,231			5,568,577			7,251,366

Direct costs and operating expenses:
Direct costs (exclusive of operating expenses and depreciation shown seperately below):
Hospitality		1,256,633			1,881,292			3,201,659			4,902,947
Residential		141,775			151,909			431,722			486,189
Operating expenses:
Operations		249,351			256,269			752,293			1,052,499
Product development		135,295			163,137			414,982			636,686
Selling, general and administrative		516,580			598,552			1,546,506			2,013,405
Depreciation		48,054			64,848			164,598			193,701
		2,347,688			3,116,007			6,511,760			9,285,427
Operating loss		(305,680	)		(220,776	)		(943,183	)		(2,034,061	)

Non-operating income (expense):
Interest expense		(150,183	)		(168,190	)		(448,941	)		(465,947	)
Interest income		35,027			44,217			95,574			145,177
Gain on settlement of liabilities		-			-			76,977			-
		(115,156	)		(123,973	)		(276,390	)		(320,770	)

Loss from continuing operations		(420,836	)		(344,749	)		(1,219,573	)		(2,354,831	)

Discontinued operations:
Loss from discontinued operations		-			(3,179	)		(46,655	)		(110,865	)

Net loss		(420,836	)		(347,928	)		(1,266,228	)		(2,465,696	)

Less: net loss attributable to the non-controlling interest		2,621			2,875			7,673			8,309

Net loss attributable to the Company		(418,215	)		(345,053	)		(1,258,555	)		(2,457,387	)

Other comprehensive income:
Currency translation loss		(36	)		(21,283	)		(4,463	)		(8,533	)

Comprehensive loss		(418,251	)		(366,336	)		(1,263,018	)		(2,465,920	)

Comprehensive loss attributable to the non-controlling interest		-			-			-			-

Comprehensive loss attributable to the Company	$	(418,251	)	$	(366,336	)	$	(1,263,018	)	$	(2,465,920	)

Net loss per common share:
Basic and diluted	$	(0.07	)	$	(0.06	)	$	(0.20	)	$	(0.38	)

Loss attributable to continuing operations per common share
Basic and diluted	$	(0.07	)	$	(0.05	)	$	(0.19	)	$	(0.37	)

Loss attributable to discontinued operations per common share
Basic and diluted	$	-		$	(0.01	)	$	(0.01	)	$	(0.02	)

Weighted average shares outstanding:
Basic and diluted		6,411,413			6,407,630			6,411,413			6,406,160

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

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Roomlinx, Inc.
CONSOLIDATED STATEMENT OF CHANGES IN DEFICIT
for the nine months ended September 30, 2014
(unaudited)




	Roomlinx, Inc. Shareholders
											Accumulated
	Preferred Stock A				Common Stock				Additional		Other									Total
	Number of		Par Value		Number of		Par Value		Paid - in		Comprehensive			Accumulated			Non-Contolling			Stockholders'
	Shares		$	0.20	Shares		$	0.001	Capital		Income (Loss)			(Deficit)			Interest			(Deficit) Equity

Balances, January 1, 2014		720,000	$	144,000		6,411,413	$	6,411	$	37,460,577	$	(18,976	)	$	(41,713,638	)	$	45,970		$	(4,075,656	)

Stock based compensation										333,127											333,127
Comprehensive income (loss):
Net loss															(1,258,555	)		(7,673	)		(1,266,228	)
Translation gain												(4,463	)								(4,463	)

Balances, Setpember 30, 2014		720,000	$	144,000		6,411,413	$	6,411	$	37,793,704	$	(23,439	)	$	(42,972,193	)	$	38,297		$	(5,013,219	)

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

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Roomlinx, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the nine months ended September 30, 2014 and 2013
(unaudited)

	2014			2013
Cash flows from operating activities:
Net loss		(1,266,228	)	$	(2,465,696	)

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		164,598			276,715
Amortization of debt discount		256,520			256,519
Stock-based compensation		324,086			369,594
Compensation cost related to restricted stock issuances		9,041			13,118
Provision for uncollectable accounts and leases receivable		38,861			107,218
Loss on discontinued operations		46,655			110,865
Gain on settlement of liabilities		(76,977	)		-
Change in operating assets and liabilities:
Accounts receivable		297,595			(119,435	)
Prepaid and other current assets		(63,776	)		(30,189	)
Inventory		177,451			649,414
Accounts payable and other liabilities		124,750			(1,071,018	)
Customer deposits		(33,576	)		(1,800	)
Unearned income		(83,287	)		(174,410	)
Deferred revenue		(82,863	)		96,574
Total adjustments		1,099,078			483,165
Net cash used in operating activities:		(167,150	)		(1,982,531	)

Cash flows from investing activities:
Payments received on leases receivable		606,839			703,226
Purchase of property and equipment		(10,000	)		(16,540	)
Net cash provided by investing activities:		596,839			686,686

Cash flows from financing activities:
Payments on line of credit		(340,000	)		-
Payments on capital lease		(4,994	)		(8,344	)
Payments on notes payable		(10,561	)		(8,918	)
Net cash used in financing activities		(355,555	)		(17,262	)

Effects of foreign currency translation		100			1,099

Net (decrease) increase in cash and equivalents		74,234			(1,312,008	)
Cash and equivalents at beginning of period		2,125,655			3,211,182
Cash and equivalents at end of period		2,199,889		$	1,899,174

Supplemental cash flow information:
Cash paid for interest		193,730		$	213,201

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

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Roomlinx, Inc.

Notes to Consolidated Financial Statements

September 30, 2014

(Unaudited)

1. Organization and Significant Accounting Policies

Description of Business: Roomlinx, Inc. (“Roomlinx” or 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; including its proprietary Interactive TV platform, internet, and free to guest and video on demand programming. Roomlinx also sells, installs and services telephone, internet, and television services for residential consumers. 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, as well as residential consumers.

Basis of Consolidation: The consolidated financial statements include Roomlinx, Inc. and its wholly-owned subsidiaries, Canadian Communications LLC, Cardinal Connect, LLC, Cardinal Broadband, LLC, and Arista Communications, LLC, a 50% subsidiary, controlled by the Company. Canadian Communications and Cardinal Connect, LLC, are non-operating entities. All significant intercompany accounts and transactions have been eliminated in consolidation.

Discontinued Operations: During the year ended December 31, 2013, the Company terminated all hotel contracts serviced by Cardinal Hospitality, Ltd. (see note 7) meeting the definition under applicable accounting standards of a discontinued operation. All prior periods have been reclassified to present these operations as discontinued. Financial information in the consolidated financial statements and related notes has also been revised to reflect the results of continuing operations for all periods presented.

Basis of Presentation: The accompanying consolidated 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, 2013.

Going Concern and Management Plans: The Company has experienced recurring losses and negative cash flows from operations. At September 30, 2014, the Company had approximate balances of cash and cash equivalents of $2,200,000, working capital deficit of $2,087,000 total deficit of $5,013,000 and accumulated deficit of $42,972,192. To date the Company has in large part relied on debt and equity financing to fund its shortfall in cash generated from operations. As of September 30, 2014, the Company has available approximately $20,164,000 under its line of credit, however, as described below, any borrowings under the line of credit could be limited.

As described in Note 5, on May 4, 2013, the Company executed a Fourth Amendment to the Revolving Credit, Security and Warrant Purchase Agreement previously entered into by them on June 5, 2009 (the “Original Agreement”). Pursuant to the Amendment, the Original Agreement has been amended to provide that the making of any and all Revolving Loans (as defined in the Original Agreement) shall be at the sole and absolute discretion of Cenfin. Accordingly, the Company’s ability to borrow under the line of credit is at the discretion of the lender, and there are no assurances that the lender will permit the Company to borrow under the line of credit. In addition, in March 2014, the Company entered into a merger agreement with a company in a similar industry (see note 10). Management is closely monitoring the cash balances, cash needs and expense levels and has implemented a cost reduction plan. Accordingly, the Company’s cash balance has remained relatively constant through the twelve months ended September 30, 2014. If the Company is unable to borrow additional funds under the line of credit or obtain financing from alternative sources, the Company estimates its current cash and cash equivalents are sufficient to fund operations for at least the next twelve months. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that might result should the Company be unable to continue as a going concern.

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Accounts Receivable: Accounts receivables are uncollateralized customer obligations due under normal trade terms requiring payment within 30 days from the invoice date. Accounts receivable are stated at the amount billed to the customer. Accounts receivable in excess of 30 days old are considered delinquent. Outstanding customer invoices are periodically assessed for collectability. The assessment and related estimate are based on current credit-worthiness and payment history. As of September 30, 2014 and December 31, 2013, the Company recorded an allowance of approximately $144,000 and $181,000, respectively.

Revenue Recognition: Revenue is derived from the installation and ongoing services of in-room media, entertainment, and HD television programming solutions in addition to wired networking solutions and Wireless Fidelity networking solutions. Revenue is recognized when all applicable recognition criteria have been met, which generally include a) persuasive evidence of an existing arrangement; b) fixed or determinable price; c) delivery has occurred or service has been rendered; d) collectability of the sales price is reasonably assured.

Installations and service arrangements are contractually predetermined and such contractual arrangements may provide for multiple deliverables, revenue is recognized in accordance with ASC Topic 605, Multiple Deliverable Revenue. The application of ASC Topic 605 may result in the deferral of revenue recognition for installations across the service period of the contract and the re-allocation and/or deferral of revenue recognition across various service arrangements. Below is a summary of such application of the revenue recognition policy as it relates to installation and service arrangements the Company has with its customers.

The Company enters into contractual arrangements to provide multiple deliverables which may include some or all of the following - systems installations and a variety of services related to high speed internet access, free-to-guest, video on demand and iTV systems as well as residential phone, internet and television. Each of these elements must be identified and individually evaluated for separation. The term “element” is used interchangeably with the term “deliverable” and the Company considers the facts and circumstances as it relates to its performance obligations in the arrangement and includes product and service elements, a license or right to use an asset, and other obligations negotiated for and assumed in the agreement. Analyzing an arrangement to identify all of the elements requires the use of judgment. In the determination of the elements included in Roomlinx agreements, embedded software and inconsequential or perfunctory activities were taken into consideration.

Once the Deliverables have been identified, the Relative Fair Value of each Element was determined under the concept of Relative Selling Price (RSP) for which the Company applied the hierarchy of selling price under ASC Topic 605 as follows:

VSOE - Vendor specific objective evidence is still the most preferred criteria with which to establish fair value of a deliverable. VSOE is the price of a deliverable when a company sells it on an open market separately from a bundled transaction.

TPE - Third party evidence is the second most preferred criteria with which to establish fair value of a deliverable. The measure for the pricing of this criterion is the price that a competitor or other third party sells a similar deliverable in a similar transaction or situation.

RSP - Relative selling price is the price that management would use for a deliverable if the item were sold separately on a regular basis which is consistent with company selling practices. The clear distinction between RSP and VSOE is that under VSOE, management must sell or intend to sell the deliverable separately from the bundle, or has sold the deliverable separately from the bundle already. With RSP, a company may have no plan to sell the deliverable on a stand-alone basis.

Hospitality Installation Revenues

Hospitality installations include High Speed Internet Access (HSIA), Interactive Television (iTV), Free to Guest (FTG) and Video on Demand (VOD). Under the terms of these typical product sales and equipment installation contracts, a 50% deposit is due at the time of contract execution and is recorded as deferred revenue. Upon the completion of the installation process, deferred revenue is realized. However, in some cases related to VOD installations or upgrades, the Company extends credit to customers and records a receivable against the revenue recognized at the completion of the installation.

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Additionally, the Company may provide the customer with a lease financing arrangement provided the customer has demonstrated its credit worthiness to the satisfaction of the Company. Under the terms and conditions of the lease arrangements, these leases have been classified and recorded as Sale-Type Leases under ASC Topic 840-30 and accordingly, revenue is recognized upon completion and customer acceptance of the installation which gives rise to a lease receivable and unearned income.

Hospitality Service, Content and Usage Revenues

The Company provides ongoing 24x7 support to both its hotel customers and their guests, content and maintenance as applicable to those products purchased, installed and serviced under contract. Generally, support is invoiced in arrears on a monthly basis with content and usage, which are dependent on guest take rates and buying habits. Service maintenance and usage revenue also includes revenue from meeting room services, which are billed as the events occur.

Residential Revenues

Residential revenues consist of equipment sales and installation charges, support and maintenance of voice, internet, and television services, and content provider residuals, installation commissions, and management fees. Installations charges are added to the monthly service fee for voice, internet, and television, which is invoiced in advance creating deferred revenue to be realized in the appropriate period. The Company’s policy prohibits the issuance of customer credits during the month of cancelation. The Company earns residuals as a percentage of monthly customer service charges and a flat rate for each new customer sign up. Residuals are recorded monthly. Commissions and management fees are variable and therefore revenue is recognized at the time of payment.

Concentrations

Credit Risk: The Company’s operating cash balances are maintained in financial institutions and periodically exceed federally insured limits. The Company believes that the financial strength of these institutions mitigates the underlying risk of loss. To date, these concentrations of credit risk have not had a significant impact on the Company’s financial position or results of operations.

Accounts Receivable: At September 30, 2014 and December 31, 2013, Hyatt Corporation-controlled properties represented 32% and 30%, respectively of accounts receivable, and other Hyatt properties in the aggregate represented 47% and 23%, respectively, of accounts receivable.

Revenue: During the three months ended September 30, 2014 and 2013, Hyatt Corporation-controlled properties contributed 25% and 29%, respectively, and other Hyatt properties in the aggregate contributed 44% and 56%, respectively, of Roomlinx’s US Hospitality revenue.

During the nine months ended September 30, 2014 and 2013, Hyatt Corporation-controlled properties contributed 33% and 25%, respectively, and other Hyatt properties in the aggregate contributed 36% and 55%, respectively, of Roomlinx’s US Hospitality revenue.

Fair Value Measurement: The Company discloses fair value information about financial instruments based on a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2014 and December 31, 2013.

The respective carrying value of certain financial instruments approximate their fair values. These financial instruments include cash and cash equivalents, accounts receivable, leases receivable, accounts payable, capital lease obligations, notes payable and the line of credit. The carrying value of cash and cash equivalents, accounts receivable, leases receivable, and accounts payable approximate fair value due to their short term nature. The carrying amount of capital lease obligations and notes payable approximates their fair values as the pricing and terms of these liabilities approximate market rates. The fair value of the line of credit is not practicable to estimate because of the related party nature of the underlying transactions. The Company has no financial instruments with the exception of cash and cash equivalents (level 1) valued on a recurring basis.

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Long-Lived Assets: The Company reviews the carrying value of long-lived assets, such as property and equipment, whenever events or circumstances indicate the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized to reduce the carrying value of the asset to its estimated fair value.

Segments: We operate and prepare our financial reports based on two segments; Hospitality and Residential. We have determined these segments based on the location, design, and end users of our products.

Hospitality: Our Hospitality segment includes hotels, resorts, and timeshare properties in the United States and Foreign. As of September 30, 2014 and 2013, Foreign included Mexico and Aruba. The products offered under our hospitality segment include the installation of, and the support and service of, high-speed internet access networks, proprietary Interactive TV platform, free to guest programming, and on-demand movie programming, as well as advertising and e-commerce products.

Residential: Our residential segment includes multi-dwelling unit customers and business customers (non-hospitality) in the United States. The products offered include the installation of, and the support and service of, telephone, internet, and television services.

Foreign Currency Translation: The US Dollar is the functional currency of the Company. Assets and liabilities denominated in foreign currencies are re-measured into US Dollars and the resulting gains and losses are included in the consolidated statements of comprehensive loss as a component of other income (expense).

Earnings (Loss) Per Share: The Company computes earnings (loss) per share by dividing net income (loss) by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding during the period. Dilutive common stock equivalents consist of shares issuable upon the exercise of the Company’s stock options and warrants. Potentially dilutive securities, purchase stock options, restricted stock and warrants, are excluded from the calculation when their inclusion would be anti-dilutive, such as periods when a net loss is reported or when the exercise price of the instrument exceeds the fair market value. Accordingly, the weighted average shares outstanding have not been adjusted for dilutive shares. Outstanding stock options, restricted stock and warrants are not considered in the calculation as the impact of the potential common shares (totaling approximately 2,257,553 and 2,440,720 shares as of September 30, 2014 and 2013, respectively) would be to decrease the net loss per share.

Use of Estimates: The preparation of the Company’s consolidated financial statements in conformity with generally accepted accounting principles requires the Company’s management to make estimates and assumptions that affect the amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recently issued and adopted accounting pronouncements:

The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company’s consolidated financial statements properly reflect the change.

In May 2014, FASB issued ASU No. 2014-09 “Revenue from Contracts from Customers,” which supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605),” and requires entities to recognize revenue in a way that depicts the transfer of potential goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to the exchange for those goods or services. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and is to be applied retrospectively, with early adoption not permitted. The Company is currently evaluating the new standard and assessing the potential impact on its operations and financial statements.

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2. Leases Receivable

As of September 30, 2014, the Company had approximately $974,000 in leases receivables compared to approximately $1,581,400 at December 31, 2013. During the nine months ended September 30, 2014 and 2013, the Company received payments of approximately $607,000 and $703,000, respectively. These leases have terms of 60 months and an average interest rate of 9.5%. The Company did not enter into any new leases in the nine months ended September 30, 2014 and 2013.

Future minimum receipts on lease receivables are as follows:

Twelve Months ended September 30,	Minimum Receipts

2015	$	620,860
2016		288,090
2017		65,446
2018		-
	$	974,396

3. Inventory

Inventory, principally large order quantity items which are required for the Company’s media and entertainment installations, is stated at the lower of cost (first-in, first-out) basis or market. The Company generally maintains only the inventory necessary for contemplated installations. Work in progress represents the cost of equipment and third party installation related to installations which were not yet completed.

The Company performs an analysis of slow-moving or obsolete inventory periodically, and any necessary valuation reserves, which could potentially be significant, are included in the period in which the evaluations are completed. As of September 30, 2014 and December 31, 2013, the inventory obsolescence reserve was mainly related to raw materials and results in a new cost basis for accounting purposes.

Inventory balances as of September 30, 2014 and December 31, 2013 are as follows:

	2014			2013

Raw materials	$	1,376,886		$	1,399,444
Work in process		-			154,893
		1,376,886			1,554,337
Reserve for obsolescence		(120,000	)		(120,000	)
Inventory, net	$	1,256,886		$	1,434,337

4. Notes Payable

The Company has a note payable with a principal balance of $23,077 and $31,261 at September 30, 2014 and December 31, 2013, respectively. This note bears interest at 11%, and expires August 1, 2016. Monthly principal and interest payments total $1,163.

5. 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, an entity principally owned by significant shareholders of the Company. The Credit Agreement permits us to borrow up to $25 million until June 5, 2017. On May 3, 2013, the Company and Cenfin executed a fourth amendment to the Credit Agreement which provided Cenfin sole and absolute discretion related to funding any advance requested by Roomlinx. Advances must be repaid at the earlier of 5 years from the date of borrowing or at the expiration of the Credit Agreement. The principal balance may be repaid at any time without penalty. Borrowings accrue interest, payable quarterly on the unpaid principal and interest at a rate equal to the Federal Funds Rate at July 15 of each year plus 5% (approximately 5.09% at September 30, 2014). The Credit Agreement is collateralized by substantially all of our assets, and requires the Company to maintain a total outstanding indebtedness to total assets ratio of less than 3 to 1.

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Amounts outstanding under the Credit Agreement were $4,836,000 at September 30, 2014 and $5,176,000 at December 31, 2013. These advances will be repaid at various dates between 2014 and 2017. A total of $20,164,000 is available for future borrowings, subject to the terms of the amended agreement. Interest expense of $199,789 and $190,252, exclusive of accretion of the debt discount of $256,520, was recorded for the nine months ended September 30, 2014 and 2013. The unamortized balance of the debt discount was $570,278 and $826,797 at September 30, 2014 and December 31, 2013, respectively.

The Credit Agreement requires that, in conjunction with each advance, we issue Cenfin warrants to purchase shares of Roomlinx common stock equal to 50% of the principal amount funded divided by (i) $2.00 on the first $5,000,000 of borrowings on or after July 15, 2010 ($4,712,000 as of September 30, 2014) or (ii) thereafter the fair market value of the Company’s common stock on the date of such draw for advances in excess of $5,000,000. The exercise price of the warrants is $2.00 for the warrants issued on the first $5,000,000 of borrowings made after July 15, 2010 and, thereafter, the average of the high and low market price for the Company’s common stock on the date of issuance. The exercise period of these warrants expire three years from the date of issuance.

Future minimum payments against the line of credit are as follows:

Twelve Months ended September 30,	Minimum Payments

2015	$	1,106,000
2016		2,130,000
2017		1,600,000
	$	4,836,000

As described in Note 10, the Company has entered into a merger agreement. The Company expects, upon consummation of the merger, to make an accelerated payment of up to $750,000 to the debt holder. In addition, all payments beginning in January 2015 will be adjusted on a pro-rata basis for the accelerated payment.

6. Commitments and Contingencies

Operating Leases: On April 10, 2012 the Company executed a lease agreement for office space with an effective date of May 1, 2012. Terms of the lease established a base rent per square foot plus operating expenses throughout the term of the lease which expires September 30, 2015, and which includes the lessor waiving several months of base rent and pre-defined annual escalation of the base rent per square foot. Effective November 29, 2013, the parties executed a First Amendment wherein the landlord granted the Company a deferred rent period (commencing on July 1, 2013 and ending on July 31, 2014) reducing the base and additional monthly rent to $7,000, thereby deferring approximately $13,700 per month or $178,100, with such amount payable at the end of the deferred rent period, pursuant to which at September 30, 2014 approximately $243,700 was recorded in accounts payable in the accompanying consolidated balance sheet. Whereas such payment was not made on July 1, 2014, the Company is in default and is negotiating with the landlord an extension of the deferral period.

The Company had a deferred rent liability (exclusive of that recorded in accounts payable) of $28,754 and $46,820 included in other liabilities (current and non-current) as of September 30, 2014 and December 31, 2013, respectively. The Company’s future minimum lease payments are as follows: $152,085 for the twelve months ending September 30, 2015.

Capital Lease Obligations: The Company has a capital lease arrangement related to the acquisition of software. These arrangements are collateralized by the software and expire in March 2015 with future minimum lease payments totaling $9,907, for the remaining period ending in March 2015.

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7. Discontinued Operations

During October 2013, the Company performed an analysis of VOD sales revenue at Cardinal Hospitality Ltd. (“CHL”), its wholly-owned Canadian subsidiary servicing the hospitality industry. The result was that CHL had realized a decline in sales revenue in hotels on a year over year basis, which was attributed to guest preferences such as alternative access to content available via their laptops, our decision in 2012 not to invest in upgrading old technology and the hotels not willing to purchase newer technology. Further, the Company determined CHL did not provide positive cash flow and therefore at the end of November, the Company determined to issue a notice to all CHL customers that it would no longer provide support as of December 20, 2013.

CHL properties include hotels in Canada and the Caribbean providing VOD. Under ASC 205-20-45-1, the elimination of operations result in the presentation of a loss from discontinued operations in the consolidated statements of comprehensive loss for the three months ended September 30, 2014 and 2013.

The statement of comprehensive loss related to the asset group serviced by CHL for the three and nine months ended September 30, 2014 and 2013 are as follows.

	Three months ended September 30, 2014		Three months ended September 30, 2013

Hospitality services revenue	$	-	$	92,999

Direct costs (exclusive of operating expenses and depreciation shown separately below:		-		66,789
Selling, general and administrative				1,718
Depreciation		-		27,671
		-		140,736

Net loss on discontinued operations	$	-	$	( 3,179	)


	Nine months ended September 30, 2014			Nine months ended September 30, 2013

Hospitality services revenue	$	-		$	307,730

Direct costs (exclusive of operating expenses and depreciation shown separately below:		-			306,130
Selling, general and administrative		46,657			29,451
Depreciation		-			83,014
		46,657			322,417

Net loss on discontinued operations	$	(46,657	)	$	(110,865	)

8. Equity

On March 14, 2014, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) with Signal Point Holdings Corp. (“Signal Point”) and Roomlinx Merger Corp., a wholly-owned subsidiary of the Company (“Merger Subsidiary”). Upon the terms and subject to the conditions set forth in the Merger Agreement (see note 10), the Merger Subsidiary will be merged with and into Signal Point, a provider of domestic and international telecommunications services, with Signal Point continuing as the surviving entity in the merger as a wholly-owned subsidiary of the Company (the “Merger”). Simultaneous with the effective time of the merger, the Company will affect a reverse split of its common stock utilizing a ratio resulting in the Company having 600,000 shares of common stock issued and outstanding following the reverse stock split.

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The effect of the merger will result in the owners of Signal Point holding 86% of the Company’s common stock at the date of the transaction and the holders of the Company’s stock immediately prior to the transaction owning 14%. Cenfin, LLC, a secured lender of the Company, will receive a currently undetermined number of shares to be included in the 14% ownership. The preferred shareholders will receive payments with respect to their shares (currently undetermined) and upon execution of the merger there will be no shares of the Company’s preferred stock outstanding. In addition, upon merger, all outstanding options immediately prior to the transaction will be terminated.

All conditions included in the Master Agreement must be completed in order for the merger to be executed. Signal Point is in the process of completing certain documents, including preparation of audited financial statements of Signal Point. The Company will then be in a position to complete its disclosure documents in order to obtain shareholder approval of the merger transaction. Upon completing all conditions, the Company will receive a cash contribution from Signal Point of $1,000,000 (subject to certain use limitations) at the closing of the merger. Upon execution, the Company will have certain obligations including an accelerated debt payment of $750,000 (see Note 5), payments to preferred stock holders, and bonus payments of approximately $500,000 to certain officers of the Company in accordance with employment agreements which will only be incurred and become due upon completion of the merger.

Notwithstanding the effects of Merger Agreement, as of September 30, 2014, the Company’s equity consists of the following:

Preferred Stock: The Company has authorized 5,000,000 preferred shares with a $0.20 par value, of which 720,000 shares have been designated as Class A Preferred Stock. The Class A Preferred stock has a liquidation preference of $0.20 per share and is entitled to receive cumulative annual dividends at the rate of 9%, payable in either cash or additional shares of Class A Preferred Stock, at the option of the Company. As of September 30, 2014 and December 31, 2013 there were 720,000 shares of Class A Preferred Stock issued and outstanding. Undeclared Class A dividends accumulated and unpaid as of September 30, 2014 and December 31, 2013, were $207,840 and $198,120, respectively; these dividends are not included in accrued expenses.

On April 1, 2014, the Company entered into Redemption Agreements (the “Redemption Agreements”) with certain holders of shares of Class A Preferred Stock of the Company providing for the redemption of the shares of Class A Preferred Stock held by such holders. On October 23, 2014, the Company and certain holders of shares of the Company’s Class A Preferred Stock mutually agreed to terminate the Redemption Agreements between the Company and such holders. In connection with such terminations, the Company and each such holder exchanged mutual releases of any and all claims or actions against each other.

Common Stock: The Company has authorized 200,000,000 shares of $0.001 par value common stock. As of September 30, 2014 and December 31, 2013, there were 6,411,413 shares of common stock issued and outstanding.

During the nine months ended September 30, 2013, the Company granted 24,000 restricted shares of common stock at a fair market value of $2.00 per share (equal to the closing price of the Company’s common stock quoted on the NASDAQ Bulletin Board Service as of the grant date) to three non-employee directors of the Company. The shares vest in three equal annual installments on August 27 of 2013 through 2015.

As of September 30, 2014 and 2013, the Company had 12,000 and 24,000 restricted shares of common stock outstanding. During the nine months ended September 30, 2014 and 2013, the Company recognized non-employee director compensation cost of $9,041 and $13,118, respectively, recorded in selling, general and administrative expenses in the consolidated statement of comprehensive loss and in accrued expenses in the accompanying balance

sheet.

Warrants:

As of September 30, 2014 and December 31, 2013 the Company had 1,365,300 and 1,542,800, respectively, of warrants outstanding, in connection with the line of credit (see Note 5) respectively. No warrants were issued in the nine months ended September 30, 2014 or 2013.

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The following is a summary of such outstanding warrants for the nine month period ended September 30, 2014:

Warrants	Shares Underlying Warrants			Weighted Average Exercise Price		Weighted Remaining Contractual Life (in years)		Aggregate Intrinsic Value

Outstanding at January 1, 2014		1,542,800		$	2.84
Granted and Issued		-			-
Expired/Cancelled		(177,500	)		2.00
Outstanding and exercisable at September 30, 2014		1,365,300		$	2.94		0.47	$	-

Options:

In 2004, the Company adopted a long term incentive stock option plan (the “Stock Option Plan”) which covers key employees, officers, directors and other individuals providing bona fide services to the Company. On December 27, 2012, subject to stockholder approval, the board of directors voted to amend the Stock Option Plan to (i) adjust the maximum allowable shares of common stock upon exercise of options which may be granted from 1,200,000 to 2,000,000 shares of common stock and (ii) remove the provision from the Stock Option Plan which provided that any shares that are surrendered to or withheld by the Company in connection with any award or that are otherwise forfeited after issuance shall not be available for purchase pursuant to incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended. As of September 30, 2014, options to purchase 880,253 shares were outstanding. The options vest as determined by the Board of Directors and are exercisable for a period of no more than 10 years.

On January 11, 2013, the board of directors approved the grant of 30,000 Incentive Stock Options at an exercise price of $2.06 per share. These options vest ratably on the anniversary date over a three year period and expire 7 years from the grant date. The weighted average grant date fair value of such options was $1.68.

On June 14, 2013, the Company had outstanding options to purchase an aggregate of 925,027 shares of common stock, of which options to purchase 300,833 shares of common stock were those options approved by the board of directors pursuant to the execution of the Hyatt MSA on March 14, 2012 (“Hyatt options”), when the Board determined to reduce the exercise price of a total of 354,445 of the non-Hyatt Options to $0.60 per share (the closing price of the common stock on June 14, 2013 was $0.60 per share). None of the Options subject to the exercise price reduction are Hyatt Options.

The following are the assumptions utilized in the estimation of stock-based compensation related to the stock option grants for the nine month period ended September 30, 2014:

	2014

Expected term	7 years
Expected volatility		213	%
Risk free interest rate		1.28	%
Dividend yield		0	%

A summary of stock option activity under the Stock Option Plan is presented below:

	Number of Shares		Weighted Average Exercise Price		Remaining Contractual Life (in years)		Aggregate Intrinsic Value

Outstanding at January 1, 2014		880,253	$	1.60
Granted		-		-
Forfeited		-		-
Outstanding at September 30, 2014		880,253	$	1.60		0.48	$	-
Exercisable at September 30, 2014		613,062	$	1.75		0.32	$	-

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The Company recorded stock-based compensation expense of $333,140 and $369,594 for the nine month periods ended September 30, 2014 and 2013, respectively. The amounts are recorded in selling, general and administrative expense in the consolidated statements of comprehensive loss. The fair value of stock options that vested and became exercisable during the nine months ended September 30, 2014 and 2013 was $117,853 and $334,618 respectively. At September 30, 2014, there was approximately $285,000 in unrecognized compensation cost related to stock options that will be recorded over a weighted average future period of approximately 3 years.

A summary of the activity of non-vested options under the Company’s plan for the nine months ended September 30, 2014 is presented below:

	Non-vested Shares Underlying Options			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value

Non-vested at January 1, 2014		385,044		$	1.34	$	1.31
Vested		(117,853	)		1.84		1.73
Non-vested at September 30, 2014		267,191		$	1.17	$	1.05

9. Segment Information

Financial information of geographical data by segment as of and for the three and nine months ended September 30, 2014 and 2013, is as follows:

	Hospitality			Residential			Corporate			Totals
Three months ended September 30, 2014
Revenue	$	1,821,982		$	223,868		$	-		$	2,042,008,
Operating (loss) gain		73,874			(57,044	)		(324,510	)		(305,680	)
Net (loss)gain from continuing operations		37,649			(57,044	)		(401,441	)		(420,836	)
(Loss) gain from discontinued operations		-			-			-			-
Net loss	$	37,649		$	(57,044	)	$	(401,441	)	$	(420,836	)

Three months ended September 30, 2013
Revenue	$	2,671,363		$	223,868		$	-		$	2,895,231
Operating (loss) gain		157,100			(41,477)			(336,399	)		(220,776	)
Net (loss) gain from continuing operations		33,127		$	(41,477)			(336,399)			(344,749	)
(Loss) gain from discontinued operations		(3,179	)		-			-			(3,179)
Net (loss) gain	$	29,947		$	(41,477)		$	(336,399	)	$	(347,928	)

Nine months ended September 30, 2014
Revenue	$	4,974,233		$	594,344		$	-		$	5,568,577
Operating (loss)gain		40,967			(248,507)			(735,643	)		(943,183	)
Net (loss) gain from continuing operations		14,577			(248,507)			(985,643	)		(1,218,573	)
Loss from discontinued operations		(46,657)			-			-			(46,655	)
Net loss	$	(32,078)		$	(248,507)		$	(985,642	)	$	(1,266,228	)

Nine months ended September 30, 2013
Revenue	$	6,592,181		$	659,185		$	-		$	7,251,366
Operating loss		(606,607	)		(242,943)			(1,184,511	)		(2,034,061	)
Net loss from continuing operations		(927,377	)		(242,943	)		(1,184,511	)		(2,354,831	)
Loss from discontinued operations		(110,865	)								(110,865	)
Net loss	$	(1,038,242	)	$	(242,943	)	$	(1,184,511	)	$	(2,465,696	)

As of September 30, 2014
Total assets	$	5,340,689		$	160,644		$	97,721		$	5,599,054

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Financial information of geographical data by segment as of and for the three and nine months ended September 30, 2014 and 2013, is as follows:

	United States		Foreign		Totals
Three months ended September 30, 2014
Hospitality:
Product and installation	$	699,473	$	-	$	699,473
Services		1,122,509		-		1,122,509
Residential:
Services		220,026		-		220,026
Totals	$	2,042,008	$		$	2,042,008

Three months ended September 30, 2013
Hospitality:
Product and installation	$	1,404,535	$	-	$	1,404,535
Services		1,234,474		32,354		1,266,828
Residential:
Services		223,868		-		223,868
Totals	$	2,862,877	$	32,345	$	2,895,231

Nine months ended September 30, 2014
Hospitality:
Product and installation	$	1,216,891	$	-	$	1,216,891
Services		3,715,474		41,868		3,757,342
Residential:
Services		594,344		-		594,344
Totals	$	5,526,709	$	41,868	$	5,568,677

Nine months ended September 30, 2013
Hospitality:
Product and installation	$	2,879,357	$	-	$	2,897,357
Services		3,476,251		236,573		3,712,824
Residential:
Services		659,185		-		659,185
Totals	$	7,014,793	$	236,573	$	7,251,366

As of September 30, 2014
Total assets	$	5,588,825	$	10,229	$	5,599,054

10. Plan of Merger

On March 14, 2014, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) with Signal Point Holdings Corp. (“Signal Point”) and Roomlinx Merger Corp., a wholly-owned subsidiary of the Company (“Merger Subsidiary”). Upon the terms and subject to the conditions set forth in the Merger Agreement, the Merger Subsidiary will be merged with and into Signal Point, a provider of domestic and international telecommunications services, with Signal Point continuing as the surviving entity in the merger. Simultaneous with the effective time of the merger, the Company will affect a reverse split of its common stock (the “Reverse Stock Split”) utilizing a ratio resulting in the Company having 600,000 shares of common stock issued and outstanding following the Reverse Stock Split. On September 22, 2014, the Company entered into Amendment No. 1 to the Merger Agreement. See the section hereof entitled “Recent Financial Developments” for a description of the terms of Amendment No. 1 to the Merger Agreement.

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11. Contingent Liabilities

Assuming the consummation of the merger with Signal Point, see note 10, under the terms of executive employment contracts, the Company will be required to provide bonus compensation totaling up to $500,000 to its Chief Executive Officer, Chief Operating Officer and Executive Vice President of Sales. During the three months ended June 30, 2014, the Board of Directors approved a plan of mutual agreement with these executives that permitted them to take personal time off in excess of Company policy, such time to be a direct reduction of their individual bonus compensation based upon each executive’s equivalent hourly rate.

The Company determined to pay certain employees retention bonuses totaling up to $40,000 upon the consummation of the merger with Signal Point, see note 10, the terms of which require these individuals to be an employee of the Company as of the consummation of the merger. In addition, the Company extended such employees the opportunity to take personal time off in excess of Company policy, such time to be a direct reduction of their individual retention bonus based upon each employee’s equivalent hourly rate.

The Company is in receipt of a letter from Technology Integration Group ("TIG") demanding payment of approximately $2,430,000 with respect to inventory and services which the Company purchased from TIG. As of September 30, 2014 and December 31, 2013, the Company has approximately $2,100,000 (net of payments made) recorded in accounts payable in the accompanying consolidated balance sheets. TIG subsequently filed an action in California State Court although the Company has not yet been served in such action. The Company believes that it has meritorious defenses and counterclaims in respect of TIG's claim. The Company has been pursuing a settlement of all claims with TIG. And on September 23, 2014, the Company entered into a Settlement Agreement and Mutual General Release with TIG. The Settlement Agreement is conditional on the SP merger taking place. TIG has the right to terminate the settlement agreement in the event the SP merger does not take place within 60 days of execution of the Settlement Agreement. Since such 60-day period expired on or about November 23, 2014 and the SP merger has not yet been consummated, TIG has a right to terminate the settlement agreement at any time without liability.

The Company is in receipt of a request for indemnification from Hyatt Corporation (“Hyatt”) in connection with a case brought in US Federal Court in California by Ameranth, Inc., against, among others, Hyatt. In connection with such case, the plaintiffs have identified the Company’s e-concierge software as allegedly infringing Ameranth’s patents. The Company licenses the e-concierge software from a third party and accordingly has made a corresponding indemnification request to such third party. The Company believes that any such claim may also be covered by the Company’s liability insurance coverage and accordingly the Company does not expect that this matter will result in any material liability to the Company.

The Company is in receipt of a District Court Civil Summons, dated August 23, 2013, in the matter of “ScanSource v. Roomlinx, Inc.”, commenced in the District Court of Greenville County, South Carolina. The plaintiffs in such action claim that the Company owes them approximately $473,000 with respect to inventory which the Company purchased. The amount is recorded in accounts payable in the accompanying consolidated balance sheets as of September 30, 2014 and December 31, 2013. The Company has entered into an arbitration agreement with respect to such action and intends to enter into a settlement agreement with respect to all claims in such action.

The Company is in receipt of a letter from the BSA Software Alliance (“BSA”) in connection with copyright infringement of computer software products alleging the unauthorized duplication of various computer software products. BSA has threatened to file an action against the Company if it does not timely respond to its request for an internal audit. The Company intends to review BSA’s claims and respond appropriately.

The Company is in receipt of a District Court Civil Summons, dated July 21, 2014, in the matter of “Arrow Electronics, Inc. v. Roomlinx, Inc., d/b/a Cardinal Broadband, d/b/a Roomlinx,” commenced in the District Court of Broomfield County, Colorado. The plaintiff in such action claims that the Company owes it approximately $85,000 with respect to goods sold and delivered and/or services rendered to the Company by the plaintiff. The Company believes that it has meritorious defenses and counterclaims with respect to such action, and intends to pursue a settlement of all claims in such action.

The Company is in receipt of a letter dated November 10, 2014 on behalf of Wi-Fi Guys, LLC (“WFG”) demanding payment from the Company for amounts relating to development and software services in the amount of $297,000. The Company is currently evaluating all of its options, including legal options, with respect to the validity of the WFG letter and the alleged grounds for demanding payment, which grounds the Company believes are without merit.

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On September 29, 2014, the Company received a letter from Hyatt notifying the Company that Hyatt is terminating the Hotel Services & Equipment Purchase Agreements (the “HSAs”) with respect to the following five hotels in which the Company has yet to install any equipment or provide any services – the Hyatt Regency Indianapolis, the Hyatt Regency Greenwich, the Grand Hyatt New York City, the Hyatt Regency Coconut Point and the Hyatt Regency Lake Tahoe (collectively, the “Hotels”). The Hyatt letter does not affect any Hyatt hotels currently being serviced by the Company. The Company is currently evaluating all of its options, including legal options, with respect to the validity of the Hyatt letter and the alleged grounds for terminating the HSAs for the Hotels, which grounds the Company believes are without merit. The Hyatt letter also requested repayment of deposits in the aggregate amount of $966,000 paid to the Company by the Hotels in connection with the HSAs. A second letter dated November 14, 2014 received by the Company from Hyatt demands repayment of such deposits by November 21, 2014. The Company has not made any such repayment to Hyatt.

Other than the foregoing, no material legal proceedings to which the Company (or any officer or director of the Company, or any affiliate or owner of record or beneficially of more than five percent of the Common Stock, to management’s knowledge) is party to or to which the property of the Company is subject is pending, and no such material proceeding is known by management of the Company to be contemplated.

12. Subsequent Events

On October 23, 2014, the Company and certain holders of shares of the Company’s Class A Preferred Stock mutually agreed to terminate the Redemption Agreements dated as of April 1, 2014 between the Company and such holders. In connection with such terminations, the Company and each such holder exchanged mutual releases of any and all claims or actions against each other.

As noted in footnote 11 above, on November 14, 2014, the Company received a letter from Hyatt requesting repayment by November 21, 2014 of previously-requested deposits in the aggregate amount of $966,000 paid to the Company by certain Hyatt hotels in connection with the Hotel Services & Equipment Purchase Agreements with the Company. The Company has not made any such repayment to Hyatt.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and the consolidated financial statements and related notes thereto included in our December 31, 2013 Annual Report on Form 10-K, filed with the SEC and with the unaudited interim financial statements and related notes thereto presented in this Quarterly Report on Form 10-Q, as well as our reports on Form 8-K and other SEC filings.

FORWARD-LOOKING STATEMENTS

This report contains or incorporates forward-looking statements within the meaning of the federal securities laws that involve risks and uncertainties. Statements regarding future events, developments, the Company's future performance, as well as management's expectations, beliefs, intentions, plans, estimates or projections relating to the future are forward-looking statements within the meaning of these laws. We develop forward-looking statements by combining currently available information with our beliefs and assumptions. These statements relate to future events, including our future performance, and management’s expectations, beliefs, intentions, plans or projections relating to the future and some of these statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “seeks,” “future,” “continue,” “contemplate,” “would,” “will,” “may,” “should,” and the negative or other variations of those terms or comparable terminology or by discussion of strategy, plans, opportunities or intentions. As a result, actual results, performance or achievements may vary materially from those anticipated by the forward-looking statements. 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.

Among the factors that could cause actual results, performance or achievements to differ materially from those indicated by such forward-looking statements are:

·	the failure of the Company to consummate the Merger with Signal Point

·	the continued suspension of certain obligations of the Company and Hyatt pursuant to the MSA or the removal of such obligations from the MSA and the restructure or release of the obligations of certain Hyatt hotels to install the Company’s iTV product;

·	the Company’s successful implementation of new products and services (either generally or with specific key customers);

·	the Company’s ability to satisfy the contractual terms of key customer contracts; the risk that we will not achieve the strategic benefits of the acquisition of Canadian Communications;

·	demand for the new products and services, the volume and timing of systems sales and installations, the length of sales cycles and the installation process and the possibility that our products will not achieve or sustain market acceptance;

·	unexpected changes in technologies and technological advances and ability to commercialize and manufacture products;

·	the timing, cost and success or failure of new product and service introductions, development and product upgrade releases; the Company's ability to successfully compete against competitors offering similar products and services;

·	the ability to obtain adequate financing in the future;

·	the Company’s ability to establish and maintain strategic relationships, including the risk that key customer contracts may be terminated before their full term; general economic and business conditions;

·	errors or similar problems in our products, including product liabilities;

·	the outcome of any legal proceeding that has been or may be instituted against us and others and changes in, or failure to comply with, governmental regulations;

·	our ability to attract and retain qualified personnel;

·	general economic and business conditions;

·	errors or similar problems in our products, including product liabilities;

·	the outcome of any legal proceeding that has been or may be instituted against us and others and changes in, or failure to comply with, governmental regulations;

·	our ability to attract and retain qualified personnel;

·	maintaining our intellectual property rights and litigation involving intellectual property rights;

·	legislative, regulatory and economic developments; risks related to third-party suppliers and our ability to obtain, use or successfully integrate third-party licensed technology;

·	breach of our security by third parties; and

·	those factors discussed in “Risk Factors” in our periodic filings with the Securities and Exchange Commission (the “SEC”).

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We make these statements under the protection afforded by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Because forward-looking statements are subject to assumptions and uncertainties, actual results, performance or achievements may differ materially from those expressed or implied by such forward-looking statements. Stockholders are cautioned not to place undue reliance on such statements, which speak only as of the date such statements are made. Except to the extent required by applicable law or regulation, Roomlinx undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

GENERAL

Currently we offer the following services to our customers:

Site-specific determination of needs and requirements;

Design and installation of the wireless or wired network;

Customized development, design and installation of a media and entertainment system;

IP-based delivery of on-demand high-definition and standard-definition programming including Hollywood, Adult, and specialty content;

Delivery of free-to-guest (“FTG”) television programming via satellite;

Delivery of an interactive (“click and go”) programming guide;

Full maintenance and support of the network and Interactive TV product;

Technical support to assist guests, hotel staff, and residential and business customers, 24 hours a day, 7 days a week, 365 days a year;

Delivery of an advertising and E-commerce platform through iTV.

Overview

Roomlinx, Inc., a Nevada corporation ("we," "us" or the "Company"), provides four core products and services:

In-room media and entertainment

Roomlinx provides a suite of in-room media and entertainment products and services for hotels, resorts, and time share properties. Products and services included within our in-room media and entertainment offering include our proprietary Interactive TV platform (“iTV”) and on-demand movies.

The Company develops proprietary software and integrates hardware to facilitate the distribution of its Interactive TV platform. With Roomlinx, iTV guests will have access to a robust feature set through the HDTV such as:

●

Internet Apps including Netflix, Pandora, Hulu, YouTube, Facebook, and many more

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International and U.S. television programming on demand

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Click and Go TV program guide or Interactive Program Guide (“IPG”)

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Web Games

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MP3 player and thumb drive access

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Ability to send directions from the iTV system to a mobile device

Hotel guests can also easily order room service, interact with hotel associates, make restaurant reservations, edit and print documents as well as gain direct access to local dining, shopping, nightlife, cultural events or attractions all through a dynamic user interface on the TV. The Interactive TV platform integrates the TV and Internet experience.

The Company provides proprietary software, a media console and an extended USB port for the hotel guest, a proprietary wireless keyboard with built-in mouse, and a proprietary remote control with a built in mouse. The Company installs and supports these components.

The Company also supplies video-on-demand services to the hospitality industry. Roomlinx offers a full selection of video-on-demand services and technology; including first non-theatrical release Hollywood motion pictures, adult, and specialty content.

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.

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The Company generates revenue through:

●

On-going connectivity service and support contracts

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Network design and installation services

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Delivery of content and advertising

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Delivery of business and entertainment applications

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E-commerce

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The customization of its software

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Software licensing

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Delivery of pay-per-view content

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Sale of video-on-demand systems

Free-To-Guest Television Programming (“FTG”).

Our hotel satellite television programming services provide for delivery and viewing of high definition and standard definition television programming for hotels, resorts, and time share properties. The Company installs and provides services that address the entertainment and information needs of hotel guests and resort guests. We specialize in providing advanced high definition equipment for delivering digital television programming such as ESPN, HBO, Starz, and other specialty and local channels.

The Company generates revenue through:

●

The design and installation of FTG systems

●

Delivery of television programming fees and/or commissions

Customers typically pay a one-time fee for the installation of the equipment and then pay monthly programming fees for delivery of a specific TV channel lineup.

Wired Networking Solutions and Wireless Fidelity Networking Solutions.

We provide wired networking solutions and wireless fidelity networking solutions, also known as Wi-Fi, for high speed internet access at hotels, resorts, and timeshare locations. The Company installs and creates services that address the productivity and communications needs of hotel, resort, and timeshare guests. We specialize in providing advanced Wi-Fi wireless services such as the wireless standards known as 802.11a/b/g/n/i.

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.

The Company generates revenue through:

·	Ongoing connectivity service and support contracts

·	Network design and installation services

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.

Residential Media and Communications

We provide residential and business customers telecommunication services including telephone, satellite television, and wired and wireless internet access. Telephone service is provided through traditional, analog “twisted pair” lines, as well as digital “VoIP”. Analog phone service is typically provided via an interconnection agreement with CenturyLink, Inc., which allows the Company to resell CenturyLink service through their wholesale and retail accounts with CenturyLink. VoIP service is provided at properties where the Company maintains a broadband internet service to the end customer, allowing the Company to provide digital phone service (VoIP) over the same lines as their internet service.

Television service is typically provided via the Company’s agreements with DISH Network and DirecTV. Most television service is provided via a head-end distribution system, or an L-Band digital distribution system. Television service is offered in high definition whenever possible.

Internet service is provided via both wired and wireless network design. The Company provisions and manages broadband access to the residential customers through both wholesale and resale methods. Wholesale methods exist when the Company owns and controls the internet circuit and resale methods exist when the Company uses an affiliated third party to provide the internet circuit.

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The Company generates revenue through:

·	Network design and installation services

·	Delivery of telephone service (billed monthly)

·	Delivery of Internet service (billed monthly)

·	Delivery of television service (billed by the satellite provider with monthly commissions paid to the Company)

·	Management fees for the management of affiliated communication systems

Recent Financial Developments

Merger Agreement:

On March 14, 2014, the Company entered into the Merger Agreement with Signal Point and the Merger Subsidiary.

Upon the terms and subject to the conditions set forth in the Merger Agreement, the Merger Subsidiary will be merged with and into Signal Point, a provider of domestic and international telecommunications services, with Signal Point continuing as the surviving entity in the Merger as a wholly-owned subsidiary of the Company.

Simultaneous with the effective time of the Merger (the “Effective Time), the Company will effect the Reverse Stock Split of with respect to its common stock utilizing a ratio resulting in the Company having 600,000 shares of common stock issued and outstanding following the Reverse Stock Split.

At the Effective Time, pursuant to the terms and subject to the conditions set forth in the Merger Agreement:

all shares of Signal Point common stock issued and outstanding immediately prior to the Effective Time will be exchanged for an aggregate of 120,000,000 restricted shares of common stock of the Company, and the holders of Signal Point common stock immediately prior to the Effective Time will, when taken together with shares of Company common stock (i) issuable at the Effective Time to The Robert DePalo Special Opportunity Fund, LLC upon conversion of approximately $3,200,000 of indebtedness at $1.20 per share of Signal Point (or approximately 2,666,667 shares) and (ii) issuable pursuant to any equity offering consummated by any party to the Merger Agreement prior to the Effective Time, hold shares of Company common stock representing in the aggregate eighty-six percent (86%) of the outstanding shares of the Company’s common stock immediately following the Effective Time (as defined below);

the shares of Signal Point’s Series A Preferred Stock and Series B Preferred Stock issued and outstanding immediately prior to the Effective Time will be exchanged for shares of Series A Preferred Stock and Series B Preferred Stock, as applicable, of the Company, having substantially identical terms to Signal Point’s Series A Preferred Stock and Series B Preferred Stock, except in connection with dividends payable from the revenues of Roomlinx Sub;

all options to purchase Signal Point common stock and restricted stock awards issued and outstanding immediately prior to the Effective Time under the current Signal Point Employee Incentive Plan will be exchanged for options and awards to purchase an identical number of shares of Company common stock on the same terms and conditions;

each share of the Company’s common stock issued and outstanding immediately prior to the Effective Time, but after giving effect to the Reverse Stock Split, will remain outstanding. Also, the holders of the Company’s common stock immediately prior to the Effective Time and Cenfin, LLC, a secured lender of the Company (in exchange for its agreement at the closing of the Merger to restructure indebtedness owed to it by the Company), will receive additional (but restricted) shares of the Company’s common stock at the Effective Time. Accordingly, the holders of the Company’s common stock will hold shares of Company common stock which, when taken together with shares of Company common stock (i) issuable upon the exercise of Roomlinx warrants outstanding immediately prior to the Effective Time (not including out-of-the-money warrants) and (ii) to be issued to Cenfin, LLC in exchange for its agreement to restructure indebtedness owed to it by the Company, will represent in the aggregate fourteen percent (14%) of the outstanding shares of the Company’s common stock immediately following the Effective Time;

holders of the existing preferred stock of the Company will receive payments and common stock with respect to such shares, the Company’s preferred stock will be cancelled and there will be no existing shares of the Company’s preferred stock outstanding following the Merger, except as described above; the total commitment for the preferred shares will be cash of approximately $214, 000 and 215,000 shares of common stock. The Company expects to fund this obligation from its current cash holdings; and

·	all outstanding options to purchase Company capital stock issued under the Company’s Stock Option Plan will terminate in accordance with the terms thereof.

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Also, at the closing of the Merger, Signal Point will make a cash contribution to the Company in an amount equal to One Million Dollars ($1,000,000) (subject to certain limitations regarding the use thereof).

Simultaneously with the Merger, upon the terms and conditions set forth in the Merger Agreement, the Company will (i) change its name from “Roomlinx, Inc.” to “Signal Share, Inc.”, (ii) amend and restate its articles of incorporation to substantially conform to the certificate of incorporation currently in effect for Signal Point, (iii) assume certain obligations of Signal Point, and (iv) transfer substantially all of its assets (excluding shares of Cardinal Broadband owned by the Company which will be placed in escrow at closing pending receipt of certain regulatory approvals) and liabilities into a newly-formed, wholly-owned subsidiary named “SignalShare Hospitality, Inc.” (Roomlinx Sub”).

Following the consummation of the Merger, Aaron Dobrinsky, the current President of Signal Point, will serve as the Chief Executive Officer and a director of the Company, and Christopher Broderick, the current Chief Operating Officer of Signal Point, will serve as the Chief Operating Officer and a director of the Company.

Amendment No. 1 to the Agreement and Plan of Merger

On September 22, 2014, the Company entered into Amendment No. 1 (the “Amendment”) to the Merger Agreement. The Amendment provides that the 11,045,330 additional restricted shares (the “Nominee Shares”) of the Company’s common stock to be issued at the effective time of the consummation of the merger contemplated by the Merger Agreement (the “Effective Time”) to the then holders of the Company’s common stock (the “Roomlinx Stockholders”) will be issued in a single stock certificate to the Company’s corporate counsel, as nominee (the “Nominee”), for the pro-rata benefit of the Roomlinx Stockholders.

The 6,136,295 shares to be issued at the Effective Time to Cenfin, LLC (“Cenfin”), a secured lender (but not current stockholder) of the Company, will not be held by the Nominee, but will be subject to the lockup, leak-out and registration provisions described below.

The Amendment also provides that, immediately following the Effective Time, each holder (“Holder”) of shares (“Shares”) of the Company’s common stock as of immediately following the Effective Time (consisting of (i) the Nominee (for the pro-rata benefit of the Roomlinx Stockholders), (ii) Cenfin and (iii) each holder (each, an “SP Holder”) that, as of immediately prior to the Effective Time, was a holder of outstanding shares of SP common stock), will agree not to sell any Shares held by it for a period of nine months following the Effective Time (the “Lockup Period”). Pursuant to the Amendment, following the Effective Time but prior to the expiration of the Lockup Period, the Company will prepare and file with the SEC a registration statement covering the resale of Shares (the “Registration Statement”), which Registration Statement will include the Nominee Shares and the additional Shares issued to Cenfin at the Effective Time.

At the end of the Lock-up Period, the lockup restrictions will terminate in their entirety with respect to the Shares held by Cenfin and its Affiliates and the Nominee (for the pro-rata benefit of the Roomlinx Stockholders). At the end of the Lock-up Period, the lockup restrictions will terminate with respect to the Shares held by the SP Holders, provided that the Registration Statement is declared effective by the SEC or the Roomlinx Stockholders as of immediately prior to the Effective Time and Cenfin have the ability to sell their respective Shares without restriction (so long as they are not affiliates of the Company) in accordance with Rule 144 under the Securities Act of 1933, as amended (each, a “Sale Event”). If, prior to the expiration of the Lock-up Period, a Sale Event has not occurred, then the Lock-up Period shall be extended with respect to all SP Holders until a Sale Event occurs.

In addition, each director and officer of the Company, each holder (alone or together with such holder’s affiliates) of more than 5% of the Company’s common stock immediately following the Effective Time on a fully diluted basis, and each of their respective affiliates (collectively, the “Insiders”), will agree that, upon expiration of the Lock-up Period (including after any extension thereof), the sale of Shares by such Insider will be subject to mutually agreed leak-out provisions (the “Leak-out Provisions”).

During the Lockup Period, the Nominee will not distribute any Nominee Shares. Upon the expiration of the Lockup Period (regardless of whether a Sale Event has occurred), the Nominee may distribute Nominee Shares to Roomlinx Stockholders in accordance with their pro rata shares thereof.

Prior to the Effective Time, each Holder will execute and deliver to the Company a written acknowledgement of its lock-up obligations described herein, and each Insider will execute and deliver to the Company a written acknowledgement of its leak-out obligations described herein.

The Amendment also extended the outside date for the consummation of the Merger to November 15, 2014. Since such date has lapsed, either party can terminate the Merger Agreement at any time for any reason without liability.

Hyatt Master Services Agreement:

On March 12, 2012, the Company and Hyatt Corporation (“Hyatt”) entered into a Master Services and Equipment Purchase Agreement (the “MSA”) pursuant to which the Company has agreed to provide in-room media and entertainment solutions, including its proprietary Interactive TV (or iTV) platform, high speed internet, free-to-guest, on-demand programming and related support services, to Hyatt-owned, managed or franchised hotels that are located in the United States, Canada and the Caribbean. Under the MSA, Hyatt will use its commercially reasonable efforts to cause its managed hotels to order the installation of the Company’s iTV product in a minimum number of rooms in Hyatt hotels within certain time frames.

In December 2012, the Company and Hyatt mutually agreed to suspend certain Hyatt obligations under the MSA that had not been met; including the suspension of the obligations of Hyatt to cause a certain number of rooms in both Hyatt owned and managed properties to place orders for the Company’s iTV products within certain time frames. At the time of the December 2012 suspension of these Hyatt obligations, the Company had installed certain services and products in approximately 19,000 rooms (including approximately 9,000 installs of its iTV product) in Hyatt hotels. During the year ended December 31, 2013, the Company completed the installation of approximately 1,000 additional rooms. As of September 30, 2014 and December 31, 2013, deposits received on statements of work for Hyatt properties are recorded as customer deposits in the accompanying balance sheet in the amount of approximately $1,262,000 and $1,295,000, respectively. See risk factors for discussion of potential effect of the foregoing on the Company.

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In connection with the Merger Agreement, the Company and Hyatt entered into a Waiver and Consent Agreement dated as of March 11, 2014 (the “Hyatt Consent Agreement”), pursuant to which Hyatt provided its conditional consent and approval to the transactions contemplated by the Merger Agreement and any assignment of the Company’s assets contemplated thereunder, including the assignment to SSH of the Company’s right, title and interest under the MSA and under the Hotel Services & Equipment Purchase Agreements (the “HSAs”) entered into by the Company with individual hotel owner entities.

On September 29, 2014, the Company received a letter from Hyatt notifying the Company that Hyatt is terminating the HSAs with respect to the following five hotels in which the Company has yet to install any equipment or provide any services – the Hyatt Regency Indianapolis, the Hyatt Regency Greenwich, the Grand Hyatt New York City, the Hyatt Regency Coconut Point and the Hyatt Regency Lake Tahoe (collectively, the “Hotels”). The Hyatt Letter does not affect any Hyatt hotels under the MSA currently being serviced by the Company. Hyatt's termination of the HSAs is based on alleged noncompliance by the Company and SSH with certain provisions of the Hyatt Consent Agreement. The Company is currently evaluating all of its options, including legal options, with respect to the validity of the Hyatt Letter and the alleged grounds for terminating the HSAs for the Hotels, which grounds the Company believes are without merit.

The Hyatt letter also requested repayment of deposits in the aggregate amount of $966,000 paid to the Company by the Hotels in connection with the HSAs. A second letter dated November 14, 2014 received by the Company from Hyatt demands repayment of such deposits by November 21, 2014. The Company has not made any such repayment to Hyatt.

TIG Settlement Agreement and Mutual General Release

On September 23, 2014, the Company entered into a Settlement Agreement and Mutual General Release with PC Specialists, Inc., doing business as Technology Integration Group, Michael S. Wasik, Anthony DiPaolo and Roomlinx Sub, which resolves all matters among the parties thereto relating to the action filed by TIG in California State Court in April 2013 demanding payment of approximately $2,430,000 with respect to equipment and services which the Company purchased from TIG. The Settlement Agreement is conditional on the SP merger taking place. TIG has the right to terminate the settlement agreement in the event the SP merger does not take place within 60 days of execution of the Settlement Agreement. Since such 60-day period expired on or about November 23, 2014 and the SP merger has not yet been consummated, TIG has a right to terminate the settlement agreement at any time without liability.

Trends and Business Outlook

We believe there has been a fundamental shift in the way people communicate and from where they get their content. This shift is affecting guest habits within the hotel room. Hotel guests are getting their content from the internet or alternative mobile sources, such as laptops and smartphones. Roomlinx developed the Interactive TV platform to embrace these changing habits and allow guests easy access to their content, work, and the internet via the in-room flat panel LCD. The majority of Roomlinx’s growth in recurring revenues can be attributed to sales of our Interactive TV product, high speed internet services and free-to-guest TV programming. We have seen strong usage of the Interactive TV platform at our current hotel installations and we believe there is even greater ability to monetize our Interactive TV platform as we increase hotel penetration and increase usage rates by expanding services to be available on mobile devices. We believe our Interactive TV platform creates a true differentiation for Roomlinx and we will continue to invest in product enhancements that meet the changing needs of both hoteliers and hotel guests

Although our current results demonstrate the success of our initial efforts, general economic conditions, aged hotel infrastructure, and market uncertainty has negatively affected our financial results. We anticipate future installations of product enhancements will require less capital investment positioning Roomlinx to expand sales efforts into the limited service hospitality segment. Consequently, revenues derived from installations will be adversely affected. We anticipate that, while we will see organic growth that positions us for future profitability, our costs of sales and other operating expenses may exceed our revenues in the near term.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management's Discussion and Analysis of Financial Condition and Results of Operations discuss our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures of contingent assets and liabilities. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, allowance for doubtful accounts and property and equipment valuation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions.

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

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The Company enters into contractual arrangements to provide multiple deliverables which may include some or all of the following - systems installations and a variety of services related to high speed internet access, free-to-guest programming, video on demand, and iTV as well as residential phone, internet and television. Each of these elements must be identified and individually evaluated for separation. The term “element” is used interchangeably with the term “deliverable” and the Company considers the facts and circumstances as it relates to its performance obligations in the arrangement and includes product and service elements, a license or right to use an asset, and other obligations negotiated for and assumed in the agreement. Analyzing an arrangement to identify all of the elements requires the use of judgment, however, once the deliverables have been identified, the Relative Fair Value of each Element was determined under the concept of Relative Selling Price (RSP) for which the Company applied the hierarchy of selling price under ASU Topic 650.

The effect of application of this standard may be to defer revenue recognition for installations across the service period of the contract and to re-allocate and/or defer revenue recognition across various service arrangements.

In order to promote the Interactive TV platform, Roomlinx has agreed to provide certain customers with direct sales-type lease financing to cover the cost of installation. These transactions result in the recognition of revenue and associated costs in full upon the customer’s acceptance of the installation project and give rise to a lease receivable and unearned income.

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.

Inventory includes materials on-hand at our warehouses as well as the cost of hardware, software, and labor which has been incurred by us for installation at our customer’s property, but has not been accepted by the customer.

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 provides compensation costs for our stock option plans determined in accordance with the fair value based method to 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.

Management has evaluated recently issued pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the SEC, and the Emerging Issues Task Force (“EITF”) to determine their applicability and does not believe that any of these pronouncements will have a significant impact on the Company’s financial statements.

RESULTS OF OPERATIONS

The Company measures its performance and recurring revenue trend based on the number of revenue generating units (“RGUs”) in service. Regarding the hospitality sector, a hotel room may have one or more RGUs. An RGU is defined as a product or service for which we invoice the hotel monthly, including interactive television, video on demand, free to guest programming, and high speed internet access. Residential properties may also have more than one RGU, which includes telephone, internet and television. As of September 30, 2014 the Company was servicing approximately 65,000 RGUs within the hospitality sector, representing an increase of approximately 1,200 units over the twelve months ended September 30, 2014, as well as in 15 residential communities and small businesses, representing an additional 4,500 RGUs.

THREE MONTHS ENDED SEPTEMBER 30, 2014 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2013

During the year ended December 31, 2013, the Company realized a loss on discontinued operations related to the determination to cancel hospitality contracts serviced by Cardinal Hospitality, Ltd., a wholly-owned subsidiary (see note 7 of the financial statements) as of December 20, 2013. The cancellation of these contracts was based on an analysis by the Company whereby it was determined that the continuing decline of recurring revenues associated with the CHL VOD product were generating losses at the individual property level. Accordingly the Company determined to eliminate these contracts. Under ASC 360-10, the consolidated comprehensive statement of loss for the three and nine months ended September 30, 2013 has been reclassified to be consistent with the presentation for the three and nine months ended September 30, 2014.

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Our revenues for the three months ended September 30, 2014 and 2013 were approximately $2,042,000 and $2,895,000 respectively, a decrease of $853,200 or 29%, reflecting a decrease in hospitality revenue of 32% and a decrease of residential revenue of 2%. Installation revenue decreased 50% and recurring revenue decreased 11%. The primary driver in our reduction of revenue can be attributed to fewer installs in 2014. Direct costs exclusive of operating expenses and depreciation (“direct costs”) for the three months ended September 30, 2014 and 2013 were $1,398,400 and $2,033,200 respectively, a decrease of $634,800 or 31%. Direct costs of hospitality decreased approximately $624,659 or 33%, primarily related to the reduction in the installation of equipment. Direct costs of residential services had a net decrease of approximately $10,100.

Hospitality

The hospitality segment includes hotel and meeting rooms in the following geographic segments: United States and Foreign. As of September 30, 2014 and 2013, Foreign included Canada, Mexico and Aruba. The products offered under our hospitality segment include the installation of, and the support and service of, high-speed internet access, interactive TV services, free to guest programming, and on-demand programming, as well as advertising and e-commerce products. Effective December 20, 2013, substantially all Canadian and Aruba hospitality contracts serviced by CHL were cancelled by Roomlinx, as more fully discussed in note 7 of the financial statements.

United States: US hospitality revenue for the three months ended September 30, 2014 and 2013 was $1,822,000 and $2,639,000 respectively, a decrease of $817,000 or 31%. This decrease consists of a decrease in installation revenue of approximately $705,100 or 50% year over year.

Foreign: The Company did not have any foreign hospitality revenue for the three months ended September 30, 2014, as compared to the quarter ending September 30, 2013 of $32,400. This is the result of the cancelation and expiration of the foreign hospitality contracts, therefore, no further foreign hospitality revenue will be earned.

Residential

Our residential segment includes multi-dwelling unit and business customers in the United States. The products offered include the installation of, and the support and service of, telephone, internet, and television services.

Residential revenue for the third quarter ended September 30, 2014 and 2013 was $220,000 and $223,900 respectively, a decrease of $3,800 or 2%. Residential revenue has remained consistent quarter over quarter, with the highest revenue in the third quarter of each year, and the lowest revenue in the first and second quarter of each year, due to seasonal trends.

Operational Expenses

Total operating expense for the three months ended September 30, 2014 and 2013 was $949,300 and $1,082,800, a decrease of $133,500 or 12%. This decrease is primarily due to a cost reduction and containment program wherein the Company realized a 9% decrease in personnel, reducing payroll and related costs approximately $200,000, and a net decline in various operating expenses of approximately $28,000.

Our operations department expense decreased approximately $7,000, or 3%, to $249,400 in the three months ended September 30, 2014 compared to the same period in 2013. This decrease is primarily due to a decrease in personnel, reducing payroll and related costs approximately $5,000 and a decrease of approximately $2,000 in various operating costs.

Our product development department expense decreased $27,800, or 17%, to $135,300 in the three months ended September 30, 2014 compared to same period in 2013. This decrease is primarily due to a decrease in personnel, reducing payroll and related costs approximately $64,000 and an increase of approximately $4,000 in various operating costs.

Our selling, general and administrative expenses decreased $81, 972 or 14% to $516,600 in the three months ended September 30, 2014 compared to the same period in 2013. This decrease is primarily attributable to approximate fluctuations as follows: (i) payroll and related costs, including stock based compensation decreased $150,000, (ii) professional fees decreased $42,000, and (iii) marketing costs decreased $20,000; offset by an increase in bad debt expense of $59,000.

Depreciation expense for the three months ended September 30, 2014 and 2013 was approximately $48,100 and $64,800 respectively.

Our operating loss for the three months ended September 30, 2014 and 2013 was approximately $305,700 and $220,800 respectively, an increase of the loss of $84,900, or 38%. This loss increase is primarily attributable to the decrease in revenue for the three months ending September 30, 2014. For the three months ended September 30, 2014 and 2013, continuing operational expenses, which consist of operating, product development, and selling, general and administrative costs, was consistent as a percentage of recurring revenue at 80% year over year.

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Non-Operating

For the three months ended September 30, 2014 and 2013, our non-operating income was approximately $35,000 and $44,200 respectively. The decrease of $9,200 is primarily due to a decrease in interest income earned on lease receivables as a result of (i) less properties under lease as of September 30, 2014 as compared to September 30, 2013 and (ii) under the imputed interest method, the recognition of interest income declines over time.

Our non-operating expenses for the three months ended September 30, 2014 and 2013 were approximately $150,200 and $168,200 respectively, a decrease of $18,000. Non-operating expenses are primarily interest expense and the fluctuation is attributable to the maturity of various notes and capital lease obligations in 2013.

Discontinued operations are the result of the termination of all CHL contracts on December 20, 2013. Under ASC 360-10, the consolidated statements of comprehensive income have been reclassified for the three months ended September 30, 2014 and 2013, to identify a loss on discontinued operations of $0 and $3,179 respectively. As operations essentially ended in the second quarter of 2013, there will not be a reportable impact on future financial quarters.

For the three months ended September 30, 2014, we reported a net loss of approximately $420,800, compared to a net loss of $347,900 for the three months ended September 30, 2013, an increase in net loss of $72,900, or 21%. This increase is primarily attributable to fewer installs in 2014.

NINE MONTHS ENDED SEPTEMBER 30, 2014 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2013

During the year ended December 31, 2013, the Company realized a loss on discontinued operations related to the determination to cancel hospitality contracts serviced by Cardinal Hospitality, Ltd., a wholly-owned subsidiary (see note 7 of the financial statements) as of December 20, 2013. The cancellation of these contracts was based on an analysis by the Company whereby it was determined that the continuing decline of recurring revenues associated with the CHL VOD product were generating losses at the individual property level. Accordingly the Company determined to eliminate these contracts. Under ASC 360-10, the consolidated comprehensive statement of loss for the nine months ended September 30, 2013 has been reclassified to be consistent with the presentation for the nine months ended September 30, 2014.

Our revenues for the nine months ended September 30, 2014 and 2013 were approximately $5,568,600 and $7,251,400 respectively, a decrease of $1,682,800 or 23%, reflecting a decrease in hospitality recurring service revenue of approximately $44,500, or 1%, a decrease in product and installation revenue of approximately $1,662,300, or 58%, and a decrease in residential recurring revenue of approximately $64,800, or 10%. The primary driver in our reduction of revenue can be attributed to fewer installs in 2014.

Direct costs exclusive of operating expenses and depreciation (“direct costs”) for the nine months ended September 30, 2014 and 2013 were $3,633,400 and $5,389,100 respectively, a decrease of $1,755,800 or 33%. Direct costs of hospitality decreased approximately $1,701,300 or 35%, primarily related to the reduction in the installation of equipment. Direct costs of residential had a net decrease of approximately $54,500.

Hospitality

United States: US hospitality revenue for the nine months ended September 30, 2014 and 2013 was $4,932,366 and $6,355,608 respectively, a decrease of $1,423,200 or 22%. This decrease consists of a decrease in installation revenue of approximately $1,552,300 or 54%, offset by an increase in recurring service revenue of approximately $129,000, or 4%.

Foreign: Foreign hospitality revenue for the nine months ended September 30, 2014 and 2013 was $41,868 and $236,573, respectively, a decrease of $194,705 or 82%. This decrease is primarily due to approximately $150,000 of installation revenue in 2013 compared to none in 2014. The remaining decrease is attributable to the cancelation of service contracts related to VOD revenues which the Company determined were no longer profitable.

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Residential

Residential revenue for the nine months ended September 30, 2014 and 2013 was $594,344 and $659,185 respectively, a decrease of $65,000 or 10%.

Operational Expenses

Total operating expense for the nine months ended September 30, 2014 and 2013 was approximately $2,878,400 and $3,896,300, a decrease of $1,017,900 or 26%. This decrease is primarily due to a cost reduction and containment program wherein the Company realized a 34% decrease in personnel, reducing payroll and related costs approximately $497,000, and a net decline in various operating expenses of approximately $19,000.

Our operations department expense decreased $300,200, or 29%, to $752,300 in the nine months ended September 30, 2014 compared to the same period in 2013. This decrease is primarily due to a decrease in personnel, reducing payroll and related costs approximately $250,000.

Our product development department expense decreased $221,700, or 35%, to $415,000 in the nine months ended September 30, 2014 compared to same period in 2013. This decrease is primarily due to a decrease in personnel, reducing payroll and related costs approximately $150,000.

Our selling, general and administrative expenses decreased $467,000 or 23% to $1,546,000 in the nine months ended September 30, 2014 compared to the same period in 2013. This decrease is primarily attributable to approximate fluctuations as follows: (i) payroll and related costs, including stock based compensation decreased $150,000, (ii) professional fees decreased $94,000, offset by an increase in bad debt expense of $45,000 and a net increase in various operating costs of $6,000.

Depreciation expense for the nine months ended September 30, 2014 and 2013 was $165,000 and $193,700 respectively.

Our operating loss for the nine months ended September 30, 2014 and 2013 was $943,200 and $2,034,000 respectively, a decrease of $1,090,800 or 54%. This decrease is primarily attributable to cost savings achieved through the Company’s cost reduction and containment program. For the nine months ended September 30, 2014 and 2013, continuing operational expenses, which consist of operating, product development, and selling, general and administrative costs, decreased as a percentage of recurring revenue to 72% in 2014 compared to 100% in 2013.

Non-Operating

For the nine months ended September 30, 2014 and 2013, our non-operating income was $95,600 and $145,100 respectively. The decrease of $49,600 is primarily due to a decline in interest income earned on lease receivables as a result of (i) less properties under lease as of September 30, 2014 as compared to September 30, 2013 and (ii) under the imputed interest method, the recognition of interest income declines over time.

Our non-operating expenses for the nine months ended September 30, 2014 and 2013 were $449,000 and $466,000 respectively, a decrease of $17,000. Non-operating expenses are primarily interest expense and the fluctuation is attributable to the maturity of various notes and capital lease obligations in 2013, as well as negotiated reductions in debt.

For the nine months ended September 30, 2014, we reported a net loss of $1,266,200, compared to a net loss of $2,465,700 for the nine months ended September 30, 2013, a reduction of net loss of $1,199,000 or 49%. This decrease is primarily attributable to cost savings achieved through the Company’s cost reduction and containment program as discussed under Operational Expenses above and the elimination of the reduced loss from discontinued operations approximating $110,900.

FINANCIAL CONDITION

LIQUIDITY & CAPITAL RESOURCES

The Company had a working capital deficit of approximately $2,086,500 at September 30, 2014 as compared to a deficit of $946,000 at December 31, 2013. The increase in working capital deficit of $1,140,400 is primarily due to the change in working capital assets and liabilities associated with ongoing operations. As of September 30, 2014 we had approximately $2,200,000 in cash and cash equivalents, which is sufficient to continue business operations for at least the next twelve months.

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On March 14, 2014, the Company entered into the Merger Agreement with Signal Point the Merger Subsidiary. At the closing of the Merger, Signal Point will make a cash contribution to the Company in an amount equal to One Million Dollars ($1,000,000) (subject to certain limitations regarding the use thereof).

Assuming the consummation of the Merger with Signal Point, see note 10, under the terms of executive employment contracts, the Company will be required to provide bonus compensation totaling up to $500,000 to its Chief Executive Officer, Chief Operating Officer and Executive Vice President of Sales. During the three months ended June 30, 2014, the Board of Directors approved a plan of mutual agreement with these executives that permitted them to take personal time off in excess of Company policy, such time to be a direct reduction of their individual bonus compensation based upon each executive’s equivalent hourly rate.

The Company is in receipt of a letter from Technology Integration Group ("TIG") demanding payment of approximately $2,430,000 with respect to inventory and services which the Company purchased from TIG. As of September 30, 2014 and December 31, 2013, the Company has approximately $2,100,000 (net of payments made) recorded in accounts payable in the accompanying consolidated balance sheets. TIG subsequently filed an action in California State Court although the Company has not yet been served in such action. The Company believes that it has meritorious defenses and counterclaims in respect of TIG's claim. The Company has been pursuing a settlement of all claims with TIG, and on September 23, 2014, the Company entered into a Settlement Agreement and Mutual General Release with TIG. The Settlement Agreement is conditional on the SP merger taking place. TIG has the right to terminate the settlement agreement in the event the SP merger does not take place within 60 days of execution of the Settlement Agreement. Since such 60-day period expired on or about November 23, 2014 and the SP merger has not yet been consummated, TIG has a right to terminate the settlement agreement at any time without liability.

The Company is in receipt of a request for indemnification from Hyatt in connection with a case brought in US Federal Court in California by Ameranth, Inc., against, among others, Hyatt. In connection with such case, the plaintiffs have identified the Company’s e-concierge software as allegedly infringing Ameranth’s patents. The Company licenses the e-concierge software from a third party and accordingly has made a corresponding indemnification request to such third party. The Company believes that any such claim may also be covered by the Company’s liability insurance coverage and accordingly the Company does not expect that this matter will result in any material liability to the Company.

As of September 30, 2014, the Company has $1,256,886 in inventory, net of the reserve for obsolescence. Management is currently focused on turning this inventory through its sales efforts. Proceeds received from the sale of this inventory will enhance our ability to settle outstanding payables.

As discussed in Note 5 to our interim financial statements, the Company’s Credit Agreement with Cenfin LLC (“Cenfin”) was recently amended to provide that the determination as to whether Cenfin will advance funds under the Credit Agreement shall be made solely by Cenfin. Accordingly, there are no guarantees that Cenfin will make any additional advances under the Credit Agreement. If the Company is unable to borrow additional funds under the line of credit or obtain financing from alternative sources, the Company estimates its current cash and cash equivalents are sufficient to fund operations for at least the next twelve months.

The Company is in receipt of a letter dated November 10, 2014 on behalf of WFG demanding payment from the Company for amounts relating to development and software services in the amount of $297,000. The Company is currently evaluating all of its options, including legal options, with respect to the validity of the WFG letter and the alleged grounds for demanding payment, which grounds the Company believes are without merit.

On September 29, 2014, the Company received a letter from Hyatt notifying the Company that Hyatt is terminating the HSAs with respect to the following five hotels in which the Company has yet to install any equipment or provide any services – the Hyatt Regency Indianapolis, the Hyatt Regency Greenwich, the Grand Hyatt New York City, the Hyatt Regency Coconut Point and the Hyatt Regency Lake Tahoe. The Hyatt letter does not affect any Hyatt hotels currently being serviced by the Company. The Company is currently evaluating all of its options, including legal options, with respect to the validity of the Hyatt letter and the alleged grounds for terminating the HSAs for the Hotels, which grounds the Company believes are without merit. The Hyatt letter also requested repayment of deposits in the aggregate amount of $966,000 paid to the Company by the Hotels in connection with the HSAs. A second letter dated November 14, 2014 received by the Company from Hyatt demands repayment of such deposits by November 21, 2014. The Company has not made any such repayment to Hyatt.

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Operating Activities

Net cash used by operating activities decreased to approximately $167,000 for the nine months ended September 30, 2014 from $1,983,000 for the nine months ended September 30, 2013, an increase of $1,816,000. This decrease in net cash used was attributable to the Company’s on-going cost containment program, which has had a favorable effect to the Company’s financials.

Investing Activities

Net cash provided by investing activities was $596, 800 for the nine months ended September 30, 2014 compared to $686,700 provided by investing activities during the same period in 2013. The decrease in cash provided by investing activities of $89,900 was attributable to a decrease in 2014 cash receipts against leases receivable totaling $96,400. Cash receipts from lease receivables will continue to decline as these assets mature.

Financing Activities

Net cash used in financing activities for the nine months ended September 30, 2014 was $355,600, compared to $17,262 for the nine months ended September 30, 2013, an increase of $338,300. The increase in cash used is primarily attributable to a $340,000 principal payment against the line of credit.

Contractual Obligations

We have operating and capital lease commitments, note payable commitments, and a line of credit commitment. The following table summarizes these commitments at September 30, 2014:

Twelve Months	Line of		Notes		Lease Obligations				Minimum
Ended September 30,	Credit		Payable		Capital		Operating		Payments

2015	$	1,106,000	$	12,012	$	6,605	$	158,146		1,282,763
2016		2,130,000		7,851		-				2,137,851
2017		1,600,000				-		-		1,600,000
	$	4,836,000	$	19,863	$	6,605	$	158,146		5,020,614

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)

Transactions denominated in a foreign currency give rise to a gain (loss) which is included in selling, general and administrative expenses in the consolidated statement of comprehensive income (loss). For the three and nine months ended September 30, 2014 and 2013, transaction losses were not material.

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 directly effect on our reported consolidated results. We do not hedge against the possible impact of this risk. A ten percent adverse change in the foreign currency exchange rate would not have a significant impact on our consolidated results of operations or financial position.

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Item 4. Controls and Procedures

Management’s Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were inadequate as of the end of the period covered by this quarterly report.

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 Exchange Act.

Management assessed the effectiveness of the Company’s internal control over its financial reporting as of September 30, 2014. In undertaking this assessment, management used the criteria established by the Committee of the Sponsoring Organizations (COSO) of the Treadway Commission contained in the Internal Control—Integrated Framework.

As of September 30, 2014, based on management’s assessment as described above, the Company had determined that it did not maintain effective controls over financial reporting. Specifically, due to the limited number of individuals within our accounting and finance department and department turn-over, we had a lack of adequate resources, including headcount, to ensure timely identification, resolution and recording of accounting matters. Since these controls have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness in internal control over financial reporting. As of September 30, 2014, the Company has implemented certain internal control procedures related to the purchase order cycle and review procedures to address timely identification of accounting matters. We will continue to implement further, appropriate processes and measures to remediate this material weakness.

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.

Changes in Internal Control over Financial Reporting

Other than the limited purchase order cycle procedures described above, there were no changes in our internal control over financial reporting during our fiscal quarter ended September 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

For information on legal proceedings, refer to Note 11, “Contingent Liabilities” in the notes to the unaudited consolidated financial statements.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None

Item 6. Exhibits

Exhibit No.		Description

31.1*		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of the Interim Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive and Chief Financial Officers.

* Filed herewith.

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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. Wasik

Michael S. Wasik

Chief Executive Officer

Date: December 11, 2014

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. Wasik

Michael S. Wasik

Chief Executive Officer

(Principal Executive Officer)

By: /s/ Michael S. Wasik

Michael S. Wasik

Interim Chief Financial Officer

and Interim Principal Accounting Officer

(Principal Financial Officer)

Date: December 11, 2014

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