10-Q

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, 2013

¨ 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. 120^th 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 ¨

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 ¨

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 ¨	Accelerated filer ¨
Non-accelerated filer ¨	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 ¨ No x

The number of shares outstanding of the Issuer's common stock as of November 12, 2013, was 6,411,413.

ROOMLINX, INC.

INDEX

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements	3
Consolidated Balance Sheets as of September 30, 2013 (unaudited) and December 31, 2012	3
Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, 2013 and 2012 (unaudited)	4
Consolidated Statement of Changes in Deficit as of September 30, 2013 (unaudited)	5
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012 (unaudited)	6
Notes to Consolidated Financial Statements (unaudited)	7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3. Quantitative and Qualitative Disclosures About Market Risk	28
Item 4. Controls and Procedures	28
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3. Defaults Upon Senior Securities	31
Item 4. Mine Safety Disclosures	31
Item 5. Other Information	31
Item 6. Exhibits	31
Signatures	32

2

Roomlinx, Inc.

CONSOLIDATED BALANCE SHEETS

	September 30			December 31,
	2013			2012
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,788,309		$	3,211,182
Accounts receivable, net		1,856,489			1,761,503
Leases receivable, current portion		857,405			995,220
Prepaid and other current assets		146,091			115,902
Inventory, net		2,659,378			3,308,792
Total current assets		7,307,672			9,392,599
Property and equipment, net		521,067			790,873
Leases receivable, non-current		1,024,065			1,672,245
Total assets	$	8,852,804		$	11,855,717
LIABILITIES AND DEFICIT
Current liabilities:
Line of credit, net of discount, current portion	$	340,000		$	-
Accounts payable		4,255,286			5,079,204
Accrued expenses and other current liabilities		422,031			668,012
Customer deposits		1,123,448			1,125,248
Notes payable and other obligations, current portion		21,414			21,884
Unearned income, current portion		119,766			187,540
Deferred revenue, current portion		731,287			609,988
Total current liabilities		7,013,232			7,691,876
Deferred revenue, less current portion		270,238			294,963
Notes payable and other obligations, less current portion		30,899			47,691
Unearned income, less current portion		91,768			198,404
Line of credit, net of discount, less current portion		3,923,696			4,007,177
Total liabilities		11,329,833			12,240,111
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)		144,000			144,000
Common stock - $0.001 par value, 200,000,000 shares authorized:
6,411,413 and 6,405,413 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively		6,411			6,405
Additional paid-in capital		37,352,957			36,971,369
Accumulated deficit		(40,029,283	)		(37,571,896	)
Accumulated other comprehensive (loss) income		(849	)		7,684
Total Roomlinx, Inc. shareholders' deficit		(2,526,764	)		(442,438	)
Non-controlling interest		49,735			58,044
Total deficit		(2,477,029	)		(384,394	)
Total liabilities and deficit	$	8,852,804		$	11,855,717

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

3

Roomlinx, Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

for the three and nine months ended September 30, 2013 and 2012

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Revenues:
Hospitality:
Product and installation	$	1,404,535		$	1,254,998		$	2,879,357		$	2,954,406
Services		1,359,827			910,601			4,020,554			2,414,351
Residential:
Services		223,868			221,615			659,185			691,384
Total		2,988,230			2,387,214			7,559,096			6,060,141
Direct costs and operating expenses:
Direct costs (exclusive of operating expenses and depreciation shown seperately below):
Hospitality		1,948,081			1,918,368			5,209,077			4,862,279
Residential		151,909			145,675			486,189			485,237
Operating expenses:
Operations		256,269			628,638			1,052,499			1,550,403
Product development		163,137			312,076			636,686			837,586
Selling, general and administrative		600,270			737,066			2,042,856			1,995,343
Depreciation		92,519			191,389			276,715			559,364
Loss on asset impairment		-			1,112,470			-			1,112,470
		3,212,185			5,045,682			9,704,022			11,402,682
Operating loss		(223,955	)		(2,658,468	)		(2,144,926	)		(5,342,541	)
Non-operating income (expense):
Interest expense		(168,190	)		(157,259	)		(465,947	)		(450,455	)
Interest income		44,217			86,279			145,177			224,188
Other income		-			181,962			-			181,962
		(123,973	)		110,982			(320,770	)		(44,305	)
Net loss		(347,928	)		(2,547,486	)		(2,465,696	)		(5,386,846	)
Less: net (income) loss attributable to the non-controlling interest		2,875			(7,850	)		8,309			(4,790	)
Net loss attributable to the Company		(345,053	)		(2,555,336	)		(2,457,387	)		(5,391,636	)
Other comprehensive (loss) income:
Currency translation (loss) gain		(21,283	)		29,766			(8,533	)		22,375
Comprehensive loss		(366,336	)		(2,525,570	)		(2,465,920	)		(5,369,261	)
Comprehensive loss attributable to the non-controlling interest		-			-			-			-
Comprehensive loss attributable to the Company	$	(366,336	)	$	(2,525,570	)	$	(2,465,920	)	$	(5,369,261	)
Net loss per common share:
Basic and diluted	$	(0.05	)	$	(0.40	)	$	(0.38	)	$	(0.93	)
Weighted average shares outstanding:
Basic and diluted		6,407,630			6,404,631			6,406,160			5,803,265

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

4

Roomlinx, Inc.

CONSOLIDATED STATEMENT OF CHANGES IN DEFICIT

for the nine months ended September 30, 2013

(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, 2013		720,000	$	144,000		6,405,413	$	6,405	$	36,971,369	$	7,684		$	(37,571,896	)	$	58,044		$	(384,394	)
Restricted shares of common stock vested						6,000		6		11,994											12,000
Stock based compensation										369,594											369,594
Comprehensive income (loss):
Net loss															(2,457,387	)		(8,309	)		(2,465,696	)
Translation loss												(8,533	)								(8,533	)
Balances, September 30, 2013		720,000	$	144,000		6,411,413	$	6,411	$	37,352,957	$	(849	)	$	(40,029,283	)	$	49,735		$	(2,477,029	)

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

5

Roomlinx, Inc.

CONSOLIDATED CASH FLOW STATEMENTS

for the nine months ended September 30, 2013 and 2012

(unaudited)

	2013			2012
Cash flows from operating activities:
Net loss	$	(2,465,696	)	$	(5,386,846	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		276,715			559,364
Amortization of debt discount		256,519			246,614
Stock-based compensation		369,594			420,679
Compensation cost related to restricted stock issuances		13,118			-
Settlement of royalty payable		-			(179,834	)
Provision for uncollectable accounts and leases receivable		107,218			100,211
Reserve for inventory obsolescence		-			22,500
Asset impairment		-			1,112,470
Change in operating assets and liabilities:
Accounts receivable		(119,435	)		(592,176	)
Prepaid and other current assets		(30,189	)		(400,782	)
Inventory		649,414			(2,348,144	)
Accounts payable and other liabilities		(1,071,018	)		2,375,361
Customer deposits		(1,800	)		-
Unearned income		(174,410	)		(161,803	)
Deferred revenue		96,574			2,408,709
Total adjustments		372,300			3,563,169
Net cash used in operating activities:		(2,093,396	)		(1,823,677	)
Cash flows from investing activities:
Lease financing provided to customers		-			(142,879	)
Payments received on leases receivable		703,226			721,739
Purchase of property and equipment		(16,540	)		(183,789	)
Net cash provided by investing activities:		686,686			395,071
Cash flows from financing activities:
Proceeds from sale of common stock, net		-			2,993,311
Proceeds from the line of credit		-			1,000,000
Proceeds from notes payable		-			45,000
Payments on capital lease		(8,344	)		(9,700	)
Payments on notes payable		(8,918	)		(47,824	)
Net cash (used in) provided by financing activities		(17,262	)		3,980,787
Effects of foreign currency translation		1,099			17,584
Net (decrease) increase in cash and equivalents		(1,422,873	)		2,569,765
Cash and equivalents at beginning of period		3,211,182			361,228
Cash and equivalents at end of period	$	1,788,309		$	2,930,993
Supplemental cash flow information:
Cash paid for interest	$	213,201		$	202,231
Non-cash investing and financing activities:
Restricted stock vested	$	12,000		$	-
Assets acquired under capital lease	$	-		$	34,617
Warants isssed in connection with line of credit	$	-		$	350,167

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

6

Roomlinx, Inc.

Notes to Consolidated Financial Statements

September 30, 2013

(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.

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, 2012.

Reclassification: Certain amounts in the 2012 financial statements have been reclassified to conform to the current year presentation.

Going Concern and Management Plans: The Company has experienced recurring losses and negative cash flows from operations. At September 30, 2013, the Company had approximate balances of cash and cash equivalents of $1,790,000, working capital of $290,000, total deficit of $2,480,000 and accumulated deficit of $40,000,000. 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, 2013, the Company has available approximately $19,800,000 under its line of credit, however, as described below, any borrowings under the line of credit could be limited.

As described in Note 7, 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. 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 three months ended September 30, 2013. 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.

7

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, 2013 and December 31, 2012, the Company recorded an allowance of approximately $253,000 and $229,000, 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.

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.

8

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, 2013 and December 31, 2012, Hyatt Corporation-controlled properties represented 42% and 49%, respectively of accounts receivable, and other Hyatt properties in the aggregate represented 33% and 29%, respectively, of accounts receivable.

Revenue:  During the three months ended September 30, 2013 and 2012, Hyatt Corporation-controlled properties contributed 29% and 28%, respectively, and other Hyatt properties in the aggregate contributed 56% and 43%, respectively, of Roomlinx’s US Hospitality revenue.  Additionally, one customer contributed 54% to Roomlinx’s Canadian hospitality revenue in 2013 versus contributing 55% in 2012.

During the nine months ended September 30, 2013 and 2012, Hyatt Corporation-controlled properties contributed 25% and 38%, respectively, and other Hyatt properties in the aggregate contributed 55% and 29%, respectively, of Roomlinx’s US Hospitality revenue.  Additionally, one customer contributed 53% to Roomlinx’s Canadian hospitality revenue in 2013 versus contributing 54% in 2012.

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, 2013 and December 31, 2012.

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.

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.

9

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, Canada, and Other Foreign. As of September 30, 2013 and 2012, Other 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 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 and warrants are not considered in the calculation as the impact of the potential common shares (totaling approximately 2,440,720 and 2,477,541 shares as of September 30, 2013 and September 30, 2012, 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.

2.    Leases Receivable

As of September 30, 2013, the Company had $1,881,470 in leases receivables compared to $2,802,465 at December 31, 2012, less a reserve for uncollectible accounts of $0 and $135,000, respectively. During the nine months ended September 30, 2013 and 2012 the Company received payments of $703,226 and $721,739, respectively. The Company did not enter into any new leases in the nine months ended September 30, 2013; and during the nine months ended September 30, 2012, the Company entered into one lease receivable in the amount of $142,879. These leases have terms of 60 months and an average interest rate of 9.5%. In addition, during the nine months ended September 30, 2013 and 2012, the Company recorded a loss of $82,768 and $60,211 respectively, related to the early termination of lease receivable contracts. These amounts are net of the return of equipment to inventory and are included in direct costs in the consolidated statements of comprehensive loss.

Future minimum receipts on lease receivables are as follows:

Twelve Months ended September 30,	Minimum Receipts
2014	$	857,405
2015		650,661
2016		307,957
2017		65,447
	$	1,881,470

10

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, 2013 and December 31, 2012, 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, 2013 and December 31, 2012 are as follows:

	2013			2012
Raw materials	$	2,381,470		$	2,546,441
Work in process		397,908			882,351
		2,779,378			3,428,792
Reserve for obsolescence		(120,000	)		(120,000	)
Inventory, net	$	2,659,378		$	3,308,792

4.    Asset Impairment

The Company’s wholly-owned subsidiary, Cardinal Hospitality, Ltd. (“CHL”) provides video-on-demand (“VOD”) utilizing proprietary technology to approximately 130 hotel properties in Canada (“the CHL properties”). The CHL properties are primarily economy-class hotels.

During the three months ended September 30, 2012, the Company determined that it would no longer utilize its proprietary VOD system in future VOD service installations. Rather than invest in upgrading or refreshing its proprietary technology, the Company determined it would purchase a third-party platform for all future VOD installations. In addition, it concluded that its primary business strategy and technology development efforts will be focused on its proprietary interactive TV platform. Due to the economy class nature of the CHL properties, management determined that the interactive TV platform is not appropriate for deployment at those properties. Consequently, while services provided to the CHL properties will continue, no significant new business development will be pursued.

As a result of this strategic change we performed an evaluation as of September 30, 2012 of our long-lived assets associated with the CHL properties consisting primarily of property, plant, and equipment and property receivables. In assessing impairment for long-lived assets we followed the provisions of ASC 360. We performed our testing of the asset group at the individual property level, and our assessment included contractual terms and identifiable cash flows associated with providing on-going service.

In performing the test, we determined that the total of the expected future undiscounted cash flows directly related to services provided at the CHL properties was less than the carrying value of the asset group. Therefore, an impairment charge was required. An impairment charge of approximately $920,000 and $47,000 related to PP&E and property receivables, respectively, represented the difference between the fair values of the asset group and its carrying values and is reflected as Loss on asset impairment in the consolidated statements of comprehensive loss for the three and nine months ended September 30, 2012. The impairment charges resulted from the excess of the carrying value of the asset group over the fair value (calculated based on the discounted expected future cash flows associated with VOD and free to guest services during the underlying contractual period).

In addition, we performed an analysis of the value of inventory held by CHL to determine the impact of the change in business strategy, as of September 30, 2012. We determined that a write off of approximately $146,000 was required to reflect the obsolete nature of the inventory associated with VOD service. The charge is included in the Loss on asset impairment in the consolidated statements of comprehensive loss for the three and nine months ended September 30, 2012.

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5.    Settlement of Royalty Payable

In November 2011, the Company entered into a revised license agreement for studio films. Under the terms of the agreement, the Company was required to pay $105,000 in four equal quarterly payments to settle all previous amounts due to a studio. In August 2012, the Company made the final payment resulting in a gain on the settlement of royalty payable in the amount of $179,834, such amount representing the excess of the accrued liability less the agreed upon settlement of $105,000. The settlement of royalty payable is included in other income on the consolidated statements of comprehensive loss for the three and nine months ended September 30, 2012.

6.     Notes Payable

The Company has a note payable with a principal balance of $33,843 at September 30, 2013 versus three notes payable with an aggregate principal balance of $42,761 at December 31, 2012. This note bears interest at 11%, and expires August 1, 2016. Monthly principal and interest payments total $1,163.

7.     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 5.19% at September 30, 2013). 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.

Amounts outstanding under the Credit Agreement were $5,176,000 at September 30, 2013 and December 31, 2012. These advances will be repaid at various dates between 2014 and 2017. A total of $19,824,000 is available for future borrowings, subject to the terms of the amended agreement. Interest expense of $190,252 and $196,846, exclusive of accretion of the debt discount of $256,519 and $246,614, was recorded for the nine months ended September 30, 2013 and 2012, respectively. The unamortized balance of the debt discount was $912,304 and $1,168,823 at September 30, 2013 and December 31, 2012, 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, 2013) 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
2014	$	340,000
2015		1,106,000
2016		2,130,000
2017		1,600,000
	$	5,176,000

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8.     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. The Company had a deferred rent liability of $52,259 and $55,025 included in other liabilities as of September 30, 2013 and December 31, 2012, respectively. The Company has future minimum lease payments of $137,764 and $152,085 during the twelve months ended September 30, 2014 and 2015, respectively.

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 as follows: $12,036 and $6,434 for the twelve month periods ended September 30, 2014 and 2015, respectively.

9.     Equity

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, 2013 and December 31, 2012 there were 720,000 shares of Class A Preferred Stock issued and outstanding. Undeclared Class A dividends accumulated and unpaid as of September 30, 2013 and December 31, 2012, were $194,880 and $185,160, respectively; these dividends are not included in accrued expenses.

Common Stock:    The Company has authorized 200,000,000 shares of $0.001 par value common stock. As of September 30, 2013 and December 31, 2012, there were 6,411,413 and 6,405,413 shares of common stock issued and outstanding, respectively.

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 equal annual installments beginning on August 27, 2013 through 2015.

As of July 31, 2013, one of the non-employee directors resigned resulting in the forfeiture of 6,000 restricted shares of common stock. During the nine months ended September 30, 2013, the Company recognized non-employee director compensation cost of $13,118 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, 2013 and December 31, 2012, the Company had 1,542,800 warrants outstanding of which, 902,800 warrants were issued in connection with the line of credit (see Note 7).

During the nine months ended September 30, 2012, 250,000 warrants were granted pursuant to clauses in the Cenfin Credit Agreement. The warrants were issued at an exercise price of $2.00 per share, vested immediately and expire three years from the date of grant. In addition, 640,000 warrants were issued pursuant to clauses in the Stock Purchase Agreement dated May 4, 2012, between the Company and certain investors. These warrants were issued at an exercise price of $3.75 per share, vested immediately and expire three years from the date of grant. No warrants were issued in the nine month period ended September 30, 2013.

The following are assumptions utilized in estimation of the fair value of the warrants issued during the nine month period ended September 30, 2012:

	2012
Term	3 years
Expected volatility	108% - 148%
Risk free interest rate	0.35% - 0.57%
Dividend yield	0%

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The following is a summary of such outstanding warrants for the nine month period ended September 30, 2013:

Warrants	Shares Underlying Warrants		Weighted Average Exercise Price		Weighted Remaining Contractual Life (in years)		Aggregate Intrinsic Value
Outstanding at January 1, 2013		1,542,800	$	2.84
Granted and Issued		-		-
Expired/Cancelled		-		-
Outstanding and exercisable at September 30, 2013		1,542,800	$	2.84		1.22	$	-

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, 2013, options to purchase 897,920 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.

Pursuant to the execution of the Hyatt MSA, on March 14, 2012 the board of directors approved the grant of 500,000 stock options (“Hyatt options”) at a strike price of $4.00 per share vesting on a pro rata basis over three years or the acceleration of such vesting rights relative to installation performance metrics at the Hyatt properties as defined by the board of directors, whichever is greater, and expiring 7 years from the date of grant. On December 27, 2012, the board of directors approved re-pricing the Hyatt options from the exercise price of $4.00 per share to $2.10 per share ($0.10 above the closing price per the NASDAQ OTC Bulletin as of that date), resulting in a change to the expected volatility and risk free interest rate as previously reported.

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 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 periods ended September 30, 2013 and September 30, 2012:

	2013	2012
Expected term	7 years	7 years
Expected volatility	213%	218% - 225%
Risk free interest rate	1.28%	1.11% - 1.69%
Dividend yield	0%	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, 2013		1,086,074		$	2.74
Granted		30,000			0.60
Forfeited		(218,154	)		2.27
Outstanding at September 30, 2013		897,920		$	1.60		4.90	$	-
Exercisable at September 30, 2013		428,314		$	1.78		3.78	$	-

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The Company recorded stock-based compensation expense of $369,594 and $420,679 for the nine month periods ended September 30, 2013 and 2012, 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, 2013 and 2012 was $334,618 and $24,620 respectively. At September 30, 2013, there was approximately $1,100,000 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, 2013 is presented below:

	Non-vested Shares Underlying Options			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value
Non-vested at January 1, 2013		763,363		$	2.16	$	1.95
Granted		30,000			0.60		0.60
Vested		(151,683	)		1.91		1.82
Forfeited		(172,074	)		2.20		1.96
Non-vested at September 30, 2013		469,606		$	1.43	$	1.33

10.      Segment Information

Financial information for our segment as of and for the three and nine months ended September 30, 2013 and 2012, is as follows:

	Hospitality			Residential			Corporate			Totals
Three months ended September 30, 2013
Revenue	$	2,764,362		$	223,868		$	-		$	2,988,230
Operating income (loss)	$	153,921		$	(41,477	)	$	(336,399	)	$	(223,955	)
Net income (loss)	$	29,948		$	(41,477	)	$	(336,399	)	$	(347,928	)
Three months ended September 30, 2012
Revenue	$	2,165,599		$	221,615		$	-		$	2,387,214
Operating loss	$	(2,181,514	)	$	(45,306	)	$	(431,648	)	$	(2,658,468	)
Net loss	$	(1,985,025	)	$	(45,306	)	$	(517,155	)	$	(2,547,486	)
Nine months ended September 30, 2013
Revenue	$	6,899,911		$	659,185		$	-		$	7,559,096
Operating loss	$	(717,272	)	$	(242,943	)	$	(1,184,711	)	$	(2,144,926	)
Net loss	$	(1,038,042	)	$	(242,943	)	$	(1,184,711	)	$	(2,465,696	)
Nine months ended September 30, 2012
Revenue	$	5,368,757		$	691,384		$	-		$	6,060,141
Operating loss	$	(4,114,148	)	$	(111,821	)	$	(1,116,572	)	$	(5,342,541	)
Net loss	$	(3,909,414	)	$	(111,821	)	$	(1,365,611	)	$	(5,386,846	)
As of September 30, 2013
Total assets	$	8,563,448		$	206,717		$	82,639		$	8,852,804

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Financial information of geographical data by segment as of and for the three and nine months ended September 30, 2013 and 2012, is as follows:

	United States		Canada		Other Foreign		Totals
Three months ended September 30, 2013
Hospitality:
Product and installation	$	1,404,535	$	-	$	-	$	1,404,535
Services		1,234,474		115,081		10,272	$	1,359,827
Residential:
Services		223,868		-		-	$	223,868
Totals	$	2,862,877	$	115,081	$	10,272	$	2,988,230
Three months ended September 30, 2012
Hospitality:
Product and installation	$	1,254,998	$	-	$	-	$	1,254,998
Services		695,502		189,334		25,765	$	910,601
Residential:
Services		221,615		-		-	$	221,615
Totals	$	2,172,115	$	189,334	$	25,765	$	2,387,214
Nine months ended September 30, 2013
Hospitality:
Product and installation	$	2,879,357	$	-	$	-	$	2,879,357
Services		3,476,251		369,187		175,116	$	4,020,554
Residential:
Services		659,185		-		-	$	659,185
Totals	$	7,014,793	$	369,187	$	175,116	$	7,559,096
Nine months ended September 30, 2012
Hospitality:
Product and installation	$	2,954,406	$	-	$	-	$	2,954,406
Services		1,816,736		494,204		103,411	$	2,414,351
Residential:
Services		691,384		-		-	$	691,384
Totals	$	5,462,526	$	494,204	$	103,411	$	6,060,141
As of September 30, 2013
Total assets	$	8,150,455	$	477,861	$	224,488	$	8,852,804

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11. Contingent Liabilities

The Company is in receipt of a District Court Civil Summons, dated May 29, 2012, in the matter of “CLC Networks, Inc. and Skada Capital, LLC v. Roomlinx, Inc.”, commenced in the District Court of Boulder County, Colorado (the “Action”). The plaintiffs in the Action claim that the Company owes them certain unpaid sales commissions, including with respect to Hyatt Corporation in connection with that certain Master Services and Equipment Purchase Agreement, as described in the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on March 13, 2012. The Company believes the plaintiffs’ claims are without merit. The Action is currently pending.

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. The amount (net of payments made in 2013) is recorded in accounts payable in the accompanying consolidated balance sheets as of September 30, 2013 and December 31, 2012. 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 intends to pursue a settlement of all claims with TIG and is in discussions with TIG in respect thereof.

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.

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 “Action”). The plaintiffs in the 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, 2013 and December 31, 2012. The Company intends to pursue a settlement of all claims.

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.

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, 2012 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.

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

● the inability of the Company to obtain financing in order for the Company to maintain operations;

● the continued suspension of certain obligations of the Company and Hyatt pursuant to the Master Service Agreement with Hyatt (“MSA”) or the removal of such obligations from the MSA;

● 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;

● 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;

● un-expected 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 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;

● 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”).

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:

v Site-specific determination of needs and requirements;

v Design and installation of the wireless or wired network;

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

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

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

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

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

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

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

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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

● International and U.S. television programming on demand

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

● Web Games

● MP3 player and thumb drive access

● 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.

The Company generates revenue through:

● Ongoing connectivity service and support contracts

● Network design and installation services

● Delivery of content and advertising

● Delivery of business and entertainment applications

● E-commerce

● The customization of its software

● Software licensing

● Delivery of pay-per-view content

● 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.

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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 voice over internet protocol (“VoIP”) Analog phone service is typically provided via an interconnection agreement with CenturyLink, Inc. (formerly Qwest Communications), 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 to customers 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.

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

On March 12, 2012, Roomlinx and Hyatt Corporation entered into a Master Services and Equipment Purchase Agreement (the “MSA”) pursuant to which Roomlinx 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. Roomlinx’s media and entertainment solutions may be provided in the “full option” (Interactive TV) or the “lite option” (Video on Demand).

Pursuant to the MSA, we have agreed to make financing available to hotels that exceed certain minimum credit criteria for the purchase of equipment necessary for the provision of the Services at annual interest rates of no greater than 11.5% per annum and subject to certain restrictions and limitations. The amount of financing that Roomlinx is required to provide will not exceed the lesser of (i) the amount of installation fees that are payable by Hyatt-owned hotels under Hotel Service Agreements that have not elected to receive equipment financing or (ii) $11 million. To date, no financing has been requested by Hyatt properties.

The MSA terminates on the later of (i) 60 days following the five year anniversary of the effective date or (ii) if any Hotel Services Agreement is in effect on such five year anniversary, then the MSA will continue to apply to such Hotel Services Agreement until it expires. The MSA may be terminated by Hyatt in the event (i) Roomlinx is in breach of certain obligations under the MSA, (ii) Roomlinx is subject to bankruptcy, assignment for the benefit of its creditors, is in receivership or similar proceeding or (iii) in the event of a delegation, transfer, assignment, change of control or ownership by Roomlinx or the sale of all or substantially all of its assets.

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In March 2012, Roomlinx and Hyatt entered into the MSA which provided for, among other things, the obligation of Hyatt to order and to 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 measured from March 2012, subject to Roomlinx’s satisfaction of certain other conditions of the MSA.

In December of 2012, Hyatt had met certain obligations to place orders with Roomlinx for its systems and services. In December 2012, Roomlinx 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 Roomlinx’s iTV products within certain time frames measured from the original execution of the MSA. 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 and by the end of January 2013, had executed Statements of Work with other Hyatt hotels to install its iTV product in approximately an additional 4,600 rooms, and in connection with such Statements of Work, had received deposits from such hotels in the aggregate amount of approximately $1.3 million.  As of September 30, 2013 and December 31, 2012, such deposits are recorded as customer deposits in the accompanying balance sheet in the amount of approximately $1,123,000 and $1,125,000, respectively.

The Company and Hyatt continue to hold discussions regarding the treatment of the additional 4,600 rooms and related deposits. The Company recently completed installation of approximately 1,000 of these rooms. Moreover, Hyatt Hotels continues to place orders for certain Roomlinx products and services.

Trends and Business Outlook

Our goal is to be the leading provider of all facets of in-room entertainment, programming and internet connectivity. We believe that we are developing the scale, capacity, and reach to respond to customers’ needs quickly and that our product offerings differentiate us from other market participants in terms of usability, technical innovation and breadth of offerings.  Over the past year, we have taken significant steps towards these goals and in the first quarter of 2012 we signed a master services agreement with Hyatt Corporation. 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.  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 usage.  We believe our Interactive TV platform creates a true differentiation for Roomlinx and we will continue to invest in product enhancements and Interactive TV sales and marketing efforts.  These investments and enhancements will be focused on meeting the desires of hotel guests in a manner consistent with hotel needs.

To this end, our sales and product initiatives are aimed at accelerating market penetration by significantly reducing the cost of installation while still meeting the needs of hotel guests and generating an attractive gross margin.  Roomlinx continues development of its iTV Mobile product and believes it is the next progression in the Roomlinx product offerings.  Roomlinx iTV brings the internet, content and guest services to the hotel room TV, Roomlinx iTV Mobile expands the benefits of iTV to guests’ personal devices.  We believe iTV Mobile will accelerate market penetration by allowing properties to choose between full iTV integration or a more cost effective iTV mobile option.

The Company believes the benefits of iTV Mobile include:

• Low cost installation option for hotels, which allows for a disruptive business model.

• Significantly lower cost for Roomlinx to service and support.

• Expanded market opportunity to attract limited service hotels with a lower cost installation

• Rapid installation ensures less ‘down time’ for hotel rooms to be offline

• Opportunity to license software allowing for accelerated market penetration

• Guest will appreciate multiple options to access media and entertainment through personal devices

• Strong recurring revenue model for Roomlinx – targeted at $3-$4 per room per month with approximately a 90% gross margin.

• Provides for a new service offering and revenue stream for hotels.

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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.

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.

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ASU No 2013-02, which became effective for fiscal years beginning after December 15, 2012, provided guidance on the disclosure of significant amounts of components of accumulated other comprehensive income. The Company adopted this ASU effective January 1, 2013. The adoption of this ASU did not have a material impact on our consolidated results of operations or footnote disclosure.

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, 2013 the Company was servicing approximately 86,000 RGUs within the hospitality sector representing a net increase of 34,000 RGUs or 65%, within the hospitality sector over the twelve months ended September 30, 2012, and 16 residential communities and small businesses, representing an additional 2,500 RGUs.

THREE MONTHS ENDED SEPTEMBER 30, 2013 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2012

Our revenues for the three months ended September 30, 2013 and 2012 were $2,988,230 and $2,387,214 respectively, an increase of $601,016 or 25%, reflecting an increase in hospitality recurring service revenue of approximately $449,000, or 49%, and an increase in product and installation revenue of approximately $150,000, or 12%. The increase in our recurring revenue is the result of a net addition of approximately 34,000 RGUs placed into service during the twelve months ended September 30, 2013.

Direct costs exclusive of operating expenses and depreciation (“direct costs”) for the three months ended September 30, 2013 and 2012 were $2,099,990 and $2,064,043 respectively, an increase of $35,947 or 2%. Direct costs of hospitality installations increased approximately $98,000. Direct costs of recurring services decreased approximately $133,000, or 12%; the result is primarily related to the release of system patches to our hotels reducing the need for hotel site visits by contractors, complemented by the conversion of call center contractors to full time employees.

Hospitality

The hospitality segment includes hotel and meeting rooms in the following geographic segments: United States, Canada, and Other Foreign. As of September 30, 2013 and 2012, Other 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, interactive TV services, free to guest programming, and on-demand programming, as well as advertising and e-commerce products.

United States:US hospitality revenue for the three months ended September 30, 2013 and 2012 was $2,639,009 and $1,950,500 respectively, an increase of $688,509 or 35%. This increase is attributable to an increase in recurring service revenue of approximately $539,000 or 77%, the result of a net increase of approximately 33,000 RGUs to 69,000 RGUs in service at September 30, 2013, and an increase in product and installation revenue of approximately $150,000 or 12%.

Canada:Canadian hospitality revenue for the three months ended September 30, 2013 and 2012 was $115,081 and $189,334 respectively, a decrease of $74,253 or 39%. In part due to management’s decision not to invest in a declining business segment through funding hotel upgrades of their video on demand systems, nor the hotel’s willingness to finance such upgrades, several Canadian properties have either terminated or decided not to renew their contract with the Company. Also contributing to the decrease in revenue is the hotel guests seeking alternative technologies in viewing content in lieu of purchasing video on demand films.

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Other Foreign:Other foreign hospitality revenue for the three months ended September 30, 2013 and 2012 was $10,272 and $25,765, respectively, a decrease of $15,493. This decrease is primarily the result of the loss of a resort hotel.

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 three months ended September 30, 2013 and 2012 was $223,868 and $221,615 respectively, an increase of $2,253, or 1%.

Operational Expenses

Total operating expense for the three months ended September 30, 2013 and 2012 was $1,112,195 and $2,981,639, a decrease of $1,869,444, or 63%. This decrease is primarily due to a cost reduction and containment program wherein the Company realized a 39% decrease in personnel, reducing payroll and related costs approximately $623,000, and a decline of approximately $99,000 of depreciation expense related to the impaired assets pursuant to the recognition of a $1,112,470 impairment charge in 2012.

Our operations department expense decreased $372,369 to $256,269 in the three months ended September 30, 2013 compared to the same period in 2012. This decrease is primarily due to a decrease in personnel, reducing payroll and related costs approximately $303,000.

Our product development department expense decreased $148,939 to $163,137 in the three months ended September 30, 2013 compared to same period in 2012. This decrease is primarily due to a decrease in personnel, reducing payroll and related costs approximately $144,000.

Our selling, general and administrative expenses decreased $136,796 to $600,270 in the three months ended September 30, 2013 compared to the same period in 2012. This decrease is primarily attributable to approximate fluctuations as follows: (i) payroll and related costs, including stock based compensation decreased $176,000, (ii) professional fees decreased $26,000, offset by an increase in bad debt expense of $70,000.

Depreciation expense for the three months ended September 30, 2013 and 2012 was $92,519 and $191,389 respectively, a decrease of $98,870 or 52%. This decrease reflects the reduction in depreciation attributable to the impairment recorded at September 30, 2012.

During the three months ended September 30, 2012 the Company recognized a $1,112,470 loss on the impairment of assets due to circumstances (see note 4) indicating the carrying value of Cardinal Hospitality, Ltd. (“CHL”) assets would not be recoverable from the estimated future cash flows expected to result from their use and eventual disposition. This loss resulted in the write-down of approximately $920,000 of property and equipment, $146,000 of inventory and $46,000 of property receivables.

Our operating loss for the three months ended September 30, 2013 and 2012 was $223,955 and $2,658,468 respectively, a decrease of $2,434,513 or 92%. This decrease is primarily attributable to the cost savings achieved through the Company’s 2013 cost reduction and containment program, as described above, and the 2012 recognition of a $1,112,470 impairment charge. For the three months ended September 31, 2013 and 2012, continuing operational expenses, which consist of operating, product development, and selling, general and administrative costs were, as a percentage of recurring revenue, 64% and 148%, respectively, or a decline of 84% of recurring revenue.

Non-Operating

For the three months ended September 30, 2013 and 2012, our non-operating income was $44,217 and $268,241 respectively. The decrease of $224,024 is primarily due the recognition of a $179,834 gain realized in 2012 on the settlement of a royalty payable and a decrease of $42,062 in interest income earned on lease receivables as a result of (i) three less properties under lease as of September 30, 2013 as compared to September 30, 2012 and (ii) under the imputed interest method, the recognition of interest income declines over time.

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Our non-operating expenses for the three months ended September 30, 2013 and 2012 were $168,190 and $157,259 respectively, an increase of $10,931. Non-operating expenses are primarily interest expense and the fluctuation is attributable to an adjustment to the Federal Funds Rate applied to the Cenfin line of credit in 2012.

For the three months ended September 30, 2013, we reported a net loss of $347,928, compared to a net loss of $2,547,486 for the three months ended September 30, 2012, a reduction of net loss of $2,199,558, or 86%. This decrease is primarily attributable to the cost savings achieved through the Company’s 2013 cost reduction and containment program, as described above, and the 2012 recognition of a $1,112,470 impairment charge.

NINE MONTHS ENDED SEPTEMBER 30, 2013 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2012

Our revenues for the nine months ended September 30, 2013 and 2012 were $7,559,096 and $6,060,141 respectively, an increase of $1,498,955 or 25%, reflecting an increase in hospitality recurring service revenue of approximately $1,606,000, or 67%, offset by a decrease in product and installation revenue of approximately $75,000, or 3%. The increase in our recurring revenue is the result of a net addition of approximately 34,000 RGUs placed into service over the twelve months ended September 30, 2013.

Direct costs exclusive of operating expenses and depreciation for the nine months ended September 30, 2013 and 2012 were $5,695,266 and $5,347,516 respectively, an increase of $347,750 or 7%. Direct costs of hospitality installations decreased approximately $599,000, or 20%, primarily related to the product mix of installations in 2013 versus 2012. Direct costs of recurring services increased approximately $947,000, or 49%, the result of having placed into service approximately 34,000 RGUs during the twelve months ended September 30, 2013.

Hospitality

The hospitality segment includes hotel and meeting rooms in the following geographic segments: United States, Canada, and Other Foreign. As of September 30, 2013 and 2012, Other 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, interactive TV services, free to guest programming, and on-demand programming, as well as advertising and e-commerce products.

United States:  US hospitality revenue for the nine months ended September 30, 2013 and 2012 was $6,355,608 and $4,771,142 respectively, an increase of $1,584,466 or 33%. This increase consists of an increase in recurring service revenue of approximately $1,660,000 or 91%, the result of a net increase of approximately 33,000 RGUs to 69,000 RGUs in service at September 30, 2013, and a decrease in product and installation revenue of approximately $75,000 or 3%.

Canada:  Canadian hospitality revenue for the nine months ended September 30, 2013 and 2012 was $369,187 and $494,204 respectively, a decrease of $125,017 or 25%. In part due to management’s decision not to invest in a declining business segment through funding hotel upgrades of their video on demand systems, nor the hotel’s willingness to finance such upgrades, several Canadian properties have either terminated or decided not to renew their contract with the Company. Also contributing to the decrease in revenue is the hotel guests seeking alternative technologies in viewing content in lieu of purchasing video on demand films.

Other Foreign:  Other foreign hospitality revenue for the nine months ended September 30, 2013 and 2012 was $175,116 and $103,411 respectively, an increase of $71,705 or 69%. This increase consists of approximately $137,000 of installation revenue and a decrease in recurring service revenue of approximately $34,000, primarily the result of a loss a resort hotel.

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.

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Residential revenue for the nine months ended September 30, 2013 and 2012 was $659,185 and $691,384 respectively, and decrease of $32,199 or 5%.

Operational Expenses

Total operating expense for the nine months ended September 30, 2013 and 2012 was $4,008,756 and $6,055,166, a decrease of $2,046,410, or 34%. This decrease is primarily due to a cost reduction and containment program wherein the Company realized a 39% decrease in personnel reducing payroll and related costs approximately $648,000, and a decline of approximately $283,000 of depreciation expense related to the impaired assets pursuant to the recognition of a $1,112,470 impairment charge in 2012.

Our operations department expense decreased $497,904 to $1,052,499 in the nine months ended September 30, 2013 compared to the same period in 2012. This decrease is primarily due to a decrease in personnel, reducing payroll and related costs approximately $517,000.

Our product development department expense decreased $200,900 to $636,686 in the nine months ended September 30, 2013 compared to same period in 2012. This decrease is primarily due to a decrease in personnel, reducing payroll and related costs approximately $187,000.

Our selling, general and administrative expenses increased $47,513 to $2,042,856 in the nine months ended September 30, 2013 compared to the same period in 2012. This increase is primarily attributable to approximate fluctuations as follows: (i) payroll and related costs, including stock based compensation increased $56,000 and (ii) professional fees increased of $123,000. These increases were offset by expense reductions of $68,000 in marketing, $36,000 of bad debt expense and $35,000 in various other general and administrative operating accounts.

Depreciation expense for the nine months ended September 30, 2013 and 2012 was $276,715 and $559,364 respectively, a decrease of $282,649 or 51%. This decrease reflects the reduction in depreciation expense attributable to the impairment recorded at September 30, 2012.

On September 30, 2012 the Company recognized a $1,112,470 loss on the impairment of assets due to circumstances (see note 4) indicating the carrying value of Cardinal Hospitality, Ltd. (“CHL”) assets would not be recoverable from the estimated future cash flows expected to result from their use and eventual disposition. This loss resulted in the write-down of approximately $920,000 of property and equipment, $146,000 of inventory and $46,000 of property receivables.

Our operating loss for the nine months ended September 30, 2013 and 2012 was $2,144,926 and $5,342,541 respectively, a decrease of $3,197,615 or 60%. This decrease is primarily attributable to the cost savings achieved through the Company’s 2013 cost reduction and containment program, as described above, and the 2012 recognition of a $1,112,470 impairment charge. For the nine months ended September 31, 2013 and 2012, continuing operational expenses, which consist of operating, product development, and selling, general and administrative costs were, as a percentage of recurring revenue, 80% and 141%, respectively, or a decline of 61% of recurring revenue.

Non-Operating

For the nine months ended September 30, 2013 and 2012, our non-operating income was $145,177 and $406,150 respectively. Non-operating income is primarily interest income earned on lease receivables. The decrease of $260,973 of interest income is the result of (i) there were four less properties under lease as of September 30, 2013 as compared to September 30, 2012 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, 2013 and 2012 were $465,947 and $450,455 respectively, an increase of $15,492. Non-operating expenses are primarily interest expense attributable to the Cenfin line of credit.

For the nine months ended September 30, 2013, we reported a net loss of $2,465,696, compared to a net loss of $5,386,846 for the nine months ended September 30, 2012, a reduction of net loss of $2,921,150, or 54%. This decrease is primarily attributable to the cost savings achieved through the Company’s 2013 cost reduction and containment program, as described above, and the 2012 recognition of a $1,112,470 impairment charge.

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FINANCIAL CONDITION

LIQUIDITY & CAPITAL RESOURCES

As of September 30, 2013 we had $1,788,309 in cash and cash equivalent, which is sufficient to continue business operations for at least the next twelve months. During the nine months ended September 30, 2013, the Company executed against a phased reduction of 39% of its personnel to mitigate its fixed cost base, substantially contributing to the reduction of operational expenses, which consist of operations, product development and selling, general and administrative costs as a percentage of recurring revenue to 80%, as compared to 141% for the same period in 2012. In addition, the Company has developed an effective vendor management program to reduce its outstanding payables and extend payment terms. Working capital at September 30, 2013 was $294,440.

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. The amount is recorded (net of payments made in 2013) in accounts payable in the accompanying balance sheets as of September 30, 2013 and December 31, 2012. 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 intends to pursue a settlement of all claims with TIG and is in discussions with TIG in respect thereof.

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 “Action”). The plaintiffs in the 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, 2013 and December 31, 2012. The Company intends to pursue a settlement of all claims.

As described above the Company is pursuing settlements with these vendors. In the event the parties cannot agree to such terms, the Company believes such civil actions will not be settled prior to September 30, 2014. Accordingly, the Company believes these claims and their settlements will result in the Company’s ability to continue operations for at least the next twelve months. However, in the event there is unfavorable judgment against the Company within the next 12 months the Company may not be able to continue as a going concern.

As of September 30, 2013, the Company has $2,659,378 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 the outstanding payables.

As discussed in Note 7 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.

Operating Activities

Net cash used by operating activities increased to $2,093,396 for the nine months ended September 30, 2013 from $1,823,677 for the nine months ended September 30, 2012, an increase of $269,719, attributable to a decrease in net loss of $2,921,150 adjusted by (i) a decrease of $1,258,840 in the change from non-cash expenses and (ii) the change in operating assets and liabilities primarily represent current assets and liabilities, or working capital, which increased the use of cash by $1,932,029. Significant declines in non-cash expenses included depreciation and bad debt expense. The change in operating assets and liabilities is primarily due to the timing of the customer’s acceptance of installations resulting in the expensing of inventory and the corresponding revenue recognition of deposits previously classified as deferred revenue and the payment of vendor invoices.

Investing Activities

Net cash provided by investing activities was $686,686 for the nine months ended September 30, 2013 compared to $395,071 provided by investing activities during the same period in 2012. The increase in cash provided by investing activities of $291,615 was attributable to a savings of $142,879 resulting from a decrease in financing customer installation, and a savings of $167,249 resulting from a decline in capital expenditures 2013 versus 2012, offset by a decrease in 2013 cash receipts against leases receivable totaling $18,513.

Financing Activities

Net cash used in financing activities for the nine months ended September 30, 2013 was $17,262 compared to net cash provided by financing activities of $3,980,787 for the nine months ended September 30, 2012. The decrease in cash of $3,998,049 in financing activities is primarily attributable to 2012 activities that included (i) the sale of common stock which resulted in proceeds of $2,933,311 and (ii) the receipt of an advance against its line of credit in the amount of $1,000,000.

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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, 2013:

Twelve months	Line of		Notes		Lease Obligations				Minimum
ended September 30,	Credit		Payable		Capital		Operating		Payments
2014	$	340,000	$	10,766	$	12,036	$	137,764	$	500,566
2015		1,106,000		12,012		6,434		152,085		1,276,531
2016		2,130,000		11,065		-		-		2,141,065
2017		1,600,000		-		-		-		1,600,000
	$	5,176,000	$	33,843	$	18,470	$	289,849	$	5,518,162

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 nine months ended September 30, 2013 and 2012, 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.

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, 2013. 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, 2013, 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, 2013, 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.

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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

There were no changes in our internal control over financial reporting during our fiscal quarter ended September 30, 2013 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

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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

10.1	Amended and Restated Employment Agreement, dated as of August 29, 2013, between Roomlinx, Inc. and Michael S. Wasik, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on September 4, 2013.
10.2	Employment Agreement, dated as of August 29, 2013, between Roomlinx, Inc. and Jason Andrew Baxter, incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on September 4, 2013.
*10.3	Employment Agreement, dated as of August 29, 2013, between Roomlinx, Inc. and Robert Wagener.
*10.4	Form of Indemnification Agreement between Roomlinx, Inc. and each of Alan Fine, Jason Andrew Baxter and Robert Wagener.
*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.
*101	Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012, (ii) the Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2013 and 2012, (iii) the Consolidated Statements of Cash Flows for the nine months ended September 30, 2013 and 2012, (iv) the Consolidated Statements of Changes in Deficit for the nine months ended September 30, 2013 and 2012, and (vi) the notes to the Unaudited Consolidated Financial Statements.
* 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:	November 14, 2013

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/ Alan Fine
	Alan Fine
	Interim Chief Financial Officer
	and Interim Principal Accounting Officer
Date:	November 14, 2013

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EX-10.3

Exhibit 10.3 

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is between Roomlinx Inc., a Nevada corporation (“Employer” or “Company”) and Robert Wagener (“Employee”), and shall be effective as of August 29, 2013 (the “Effective Date”).

1.          Appointment.   Employer hereby employs Employee and Employee agrees to serve as Employer’s Executive Vice President Sales and Marketing or in such additional or alternative position(s) as Employer’s Chairman of the Board (the “Chairman”) or Board of Directors (the “Board”) shall in their sole discretion designate from time to time, whether for Employer and/or any subsidiary, affiliate or corporate parent. Employee shall at all times faithfully and to the best of his abilities and experience, and in accordance with the standards and ethics of the business in which Employer is engaged, perform all duties that may be required of him by this Agreement, Employer policies and procedures, and the directives of the Board and the Chairman of Employer and/or any subsidiary, affiliate or corporate parent.

2.          Salary, Bonuses and Stock Options.

a.           Base Salary, Performance Bonuses and Stock Options.   Employee’s starting base salary shall be $150,000 per year, payable in equal installments in accordance with Employer’s standard payroll practice, less customary or legally required withholdings and any setoffs necessary to satisfy any debt owed by Employee to Employer. Employer may, in its sole discretion, increase Employee’s base salary, as and when Employer deems appropriate. Employer’s Compensation Committee shall, no less frequently than annually, consider Employee’s eligibility for payment of a bonus based on Employee’s performance, as, when, and in an amount determined by the Compensation Committee and/or Board in its sole discretion. Employer previously granted to Employee non-qualified options to purchase shares of Employer’s common stock (“Options”), and Employer may elect to grant additional Options in the future to Employee in Employer’s discretion. The Options shall be subject to the terms and conditions of the Stock Option Agreements and the Employer Stock Option and Incentive Plan (the “Plan”), the terms of which shall take precedence over any conflicting term of this Agreement unless such term is specifically incorporated by reference into the Plan or the Stock Option Agreements.

b.           Bonus Upon Sale of the Company. Contemporaneously with Employer’s consummation of a Sale of the Company (as defined below), Employer shall pay Employee a bonus in a lump sum payment equal to twelve months of Employee’s then current base salary. For purposes hereof, the term “Sale of the Company” means any transaction or related series or combination of transactions whereby, directly or indirectly, control of a majority (defined as greater than 50% of the outstanding voting capital stock of Employer) of the equity interests of Employer (or any direct or indirect parent of Employer), or the majority of Employer’s business or assets is acquired, leased or licensed by a third party in a sale or exchange of stock, merger or consolidation, sale, lease or license of assets or joint venture (regardless of whether Employer has control of said joint venture or is a minority owner), including by way of an exchange or tender offer, a leveraged buyout, a recapitalization, restructuring or reorganization of Employer.

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3.          Fringe benefits.

a.           Expenses. Subject to Employer’s policies and procedures for the reimbursement of business expenses incurred by its executive employees, Employer shall reimburse Employee for all reasonable and necessary expenses incurred by Employee in connection with the performance of his duties under this Agreement.

b.           Miscellaneous benefits.   Employee shall receive all material fringe benefits that Employer may from time to time offer generally to its other executive employees.

c.           Liability Insurance.   Employer shall provide Employee with insurance relating to the performance of his duties for Employer (such as Directors & Officers Liability Insurance) to the same extent such insurance is provided to Employer’s other executive officers.

4.          Paid Leave.

a.           Vacation.   Employee shall be entitled to at least 15 days of vacation per calendar year. Upon termination of Employee’s employment, Employer shall pay Employee the cash value of the prorated portion of his vacation entitlement during the year of termination, less the value of the vacation time used during that year. Paid vacation is a benefit of time, not money; therefore, Employee shall not be entitled to payment in lieu of taking earned vacation time, except on termination of Employee’s employment with Employer.

b.           Sick leave and Holidays.   Employee shall receive paid sick leave and holidays under the guidelines for such leave applicable from time to time to Employer’s executive employees.

5.          Source of Payments.   All payments to be made to Employee under this Agreement shall be paid from Employer’s general funds. No special or separate fund shall be established and no other segregation of assets shall be made to assure payment. Neither this Agreement nor any action taken hereunder shall be construed to create a trust of any kind. To the extent that any person has any right to receive payments from Employer under this Agreement, that right shall be no greater that the right of any unsecured creditor of Employer.

6.          Unfair Competition.

a.           Covenants. During Employee’s employment with Employer and for a period of one year after termination of that employment (the “Noncompetition Period”), so long as Employee is being paid a severance for the duration of the Noncompetition Period equal to or greater than the salary specified in paragraph 2(a) of this Agreement, Employee shall not, directly or indirectly, as an officer, director, employee, consultant, owner, shareholder, adviser, joint venturer, or otherwise, compete with Employer anywhere in the United States of America (the “Protected Region”) in any line of business in which Employer was engaged at any time during Employee’s employment with Employer. This covenant shall not prohibit Employee from owning less than two percent of the securities of any competitor of Employer, if such securities are publicly traded on a nationally recognized stock exchange or over-the-counter market.

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b.           Acknowledgments. Employee acknowledges that the foregoing geographic restriction on competition is fair and reasonable, given the nature and geographic scope of Employer’s business operations and the nature of Employee’s position with Employer. Employee also acknowledges that while employed by Employer, Employee will have access to information that would be valuable or useful to Employer’s competitors, and therefore acknowledges that the foregoing restrictions on Employee’s future employment and business activities are fair and reasonable.

c.           Survival. Employee’s obligations under this paragraph 6 shall survive the termination of Employee’s employment with Employer and shall thereafter be enforceable whether or not such termination is claimed or found to be wrongful or to constitute or result in a breach of any contract or of any other duty owed or claimed to be owed to Employee by Employer or any employee, agent or contractor of Employer.

d.           Remedies.   Employee acknowledges and agrees that any violation of this paragraph 6 by Employee would cause irreparable harm to Employer and an award of monetary damages may be inadequate for any such breach. Accordingly, in the event of any breach or threatened breach of this paragraph 6 by Employee, in addition to any other remedies available to Employer at law or in equity, Employer shall be entitled, without the requirement of posting a bond or other security, to specific performance or other injunctive and other equitable relief in a court of competent jurisdiction.

7.          Relationship Between this Agreement and Other Employer Publications.   In the event of any conflict between any term of this Agreement and any Employer contract, policy, procedure, guideline or other publication, the terms of this Agreement shall control.

8.          Term and Termination.

a.           Term.   Employee’s employment shall at all times be at will. Except as expressly provided herein, Employee or Employer may terminate Employee’s employment at any time, with or without cause, and with or without prior notice, procedure or formality.

b.           Termination by Employer for Cause. Employer may terminate Employee’s employment, effective immediately, if Employee is convicted of any felony involving dishonesty, discriminatory or harassing behavior that directly impacts Employee’s duties under this Agreement, with Employer’s only obligation being the payment of salary and accrued, unused vacation compensation earned as of the date of termination and without liability for severance compensation of any kind.

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c.           Termination by Employer Without Cause. Employer may in its sole discretion terminate Employee’s employment at any time without cause. If Employer does so, Employer shall pay Employee severance compensation equal to fifteen (15) days of Employee’s then current base salary, in a lump sum payment on the effective date of Employee’s termination; provided, however, that such severance payment shall be conditioned upon: (i) Employee’s execution of a legal release in a form satisfactory to Employer in its sole discretion and drafted so as to ensure a final, complete and enforceable release of all claims that Employee has or may have against Employer relating to or arising in any way from Employee’s employment with Employer and/or the termination thereof, and (ii) complete and continuing confidentiality of Employer’s proprietary information and trade secrets.

d.           Termination by Employee.   This Agreement and Employee’s employment with Employer may be terminated by Employee upon fifteen (15) days prior written notice to Employer, with Employer’s only obligation being the payment of salary and accrued, unused vacation compensation earned as of the date of termination and without liability for severance compensation of any kind.

e.           Termination Upon Employee’s Death. This Agreement and Employee’s employment with Employer shall terminate upon Employee’s death. All stock options held by the Employee shall become fully vested. Thereafter, Employer shall pay to Employee’s estate all compensation, fully earned, and benefits vested as of the date of death.

9.          Successors and Assigns. Employer, its successors and assigns may in their sole discretion assign this Agreement, with or without Employee’s consent, to any person or entity in connection with a change of control or other sale or disposition of all or substantially all of the stock or assets of Employer or any parent company thereof. This Agreement thereafter shall bind, and inure to the benefit of, Employer’s successor or assign. Employee shall not assign either this Agreement or any right or obligation arising thereunder.

10.         Miscellaneous.

a.           Governing Law.   This Agreement, and all other disputes or issues arising from or relating in any way to Employer relationship with Employee, shall be governed by the internal laws of the State of Colorado, irrespective of the choice of law rules of any jurisdiction.

b.           Severability.   If any court of competent jurisdiction declares any provision of this Agreement invalid or unenforceable, the remainder of the agreement shall remain fully enforceable. To the extent that any court concludes that any provision of this Agreement is void or voidable, the court shall reform such provision(s) to render the provision(s) enforceable, but only to the extent absolutely necessary to render the provision(s) enforceable.

c.           Integration.   This Agreement constitutes the entire agreement of the parties and a complete merger of prior negotiations and agreements and, except as provided in the preceding subparagraph, shall not be modified by word or deed, except in a writing signed by Employee and Employer’s Chairman of the Board.

d.           Waiver. No provision of this Agreement shall be deemed waived, nor shall there be an estoppel against the enforcement of any such provision, except by a writing signed by the party charged with the waiver or estoppel. No waiver shall be deemed continuing unless specifically stated therein, and the written waiver shall operate only as to the specific term or condition waived, and not for the future or as to any act other than that specifically waived.

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e.           Construction.   Headings in this Agreement are for convenience only and shall not control the meaning of this Agreement. Whenever applicable, masculine and neutral pronouns shall equally apply to the feminine genders; the singular shall include the plural and the plural shall include the singular. The parties have reviewed and understand this Agreement, and each has had a full opportunity to negotiate the agreement’s terms and to consult with counsel of their own choosing. Therefore, the parties expressly waive all applicable common law and statutory rules of construction that any provision of this Agreement should be construed against the agreement’s drafter, and agree that this Agreement and all amendments thereto shall be construed as a whole, according to the fair meaning of the language used.

f.            Disputes.   Any action arising from or relating any way to this Agreement, or otherwise arising from or relating to Employee’s employment with Employer, shall be tried only in the state or federal courts situated in Denver, Colorado. The parties consent to jurisdiction and venue in those courts to the greatest extent possible under law.

[signature page follows] 

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IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the date first above written.

Employee:

Robert Wagener

Employer:

Roomlinx Inc.

By:

Name: Mike Wasik

Title: Chief Executive Officer

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EX-10.4

Exhibit 10.4

INDEMNIFICATION AGREEMENT

THIS AGREEMENT is entered into, effective as of ______________, 2013, between Roomlinx, Inc., a Nevada corporation (the “Company”) and __________ (“Indemnitee”).

WHEREAS, it is essential to the Company to retain and attract as executive officers the most capable persons available;

WHEREAS, Indemnitee is an executive officer of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims currently being asserted against executive officers of corporations; and

WHEREAS, in recognition of Indemnitee’s need for substantial protection against personal liability in order to enhance Indemnitee’s continued and effective service to the Company, and in order to induce Indemnitee to provide continued services to the Company as an executive officer, the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to Indemnitee to the fullest extent (whether partial or complete) permitted by law and as set forth in this Agreement and for the coverage of Indemnitee under the Company’s liability insurance policies.

NOW, THEREFORE, in consideration of the above premises and of Indemnitee’s continuing to serve as an executive officer of the Company and intending to be legally bound hereby, the parties agree as follows:

1.        Certain Definitions.

(a)          Board: The Board of Directors of the Company.

(b)          Change in Control: A Change in Control shall be deemed to occur if:

(i)          any “person,” as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”), as modified and used in Section 13(d) and 14(d) thereof (but not including (a) the Company or any of its subsidiaries, (b) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, (c) an underwriter temporarily holding securities pursuant to an offering of such securities, or (d) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company) (hereinafter a “Person”) is or becomes the beneficial owner, as defined in Rule 13d-3 of the Exchange Act, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates, excluding an acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities) representing 50% or more of the combined voting power of the Company’s then outstanding securities; or

(ii)         during any period of two consecutive years beginning on the date hereof, individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a Person who has entered into any agreement with the Company to effect a transaction described in Clause (i), (iii) or (iv) of this Section) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved (each such director, a “Continuing Director”), cease for any reason to constitute a majority thereof; or

(iii)        the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (a) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, at least 50% of the combined voting power of the voting securities of the Company or such surviving or acquiring entity outstanding immediately after such merger or consolidation, or (b) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person acquires more than 50% of the combined voting power of the Company’s then outstanding securities; or

(iv)         the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

(c)          Disinterested Director: A director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(d)          Expenses: Any expense, including without limitation, attorneys’ fees, retainers, court costs, transcript costs, fees and expenses of experts, including accountants and other advisors, travel expenses, duplicating costs, postage, delivery service fees, filing fees, and all other disbursements or expenses of the types typically paid or incurred in connection with investigating, defending, being a witness in, or participating (including on appeal), or preparing for any of the foregoing, in any Proceeding relating to any Indemnifiable Event, and any expenses of establishing a right to indemnification under any of Sections 2, 4 or 5 of this Agreement, in each case, to the extent actually and reasonably incurred.

(e)          Indemnifiable Costs: Any cost that is eligible for indemnification pursuant to applicable law, including, without limitation, any and all Expenses, liability or loss, judgments, fines and amounts paid in settlement and any interest, assessments, or other charges imposed thereon, and any federal, state, local, or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement.

(f)          Indemnifiable Event: Any event or occurrence that takes place either prior to or after the execution of this Agreement, related to the fact that Indemnitee is or was a director of the Company, or while a director is or was serving at the request of the Company as a director or officer of another corporation, partnership, joint venture, trust or other enterprise or related to anything done or not done by Indemnitee in any such capacity, whether or not the basis of the Proceeding is alleged action in an official capacity as a director of the Company, or in any other capacity, as described above.

(g)          Independent Counsel: means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past three years has been, retained to represent: (i) the Company or any of its subsidiaries or affiliates, (ii) the Indemnitee or (iii) any other party to the Proceeding giving rise to a claim for indemnification or Expense Advances hereunder, in any matter (other than with respect to matters relating to indemnification and advancement of expenses). No law firm or lawyer shall qualify to serve as Independent Counsel if that person would, under the applicable standards of professional conduct then prevailing, have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Indemnitee shall select a law firm or member of a law firm to serve as Independent Counsel, subject to the consent of the Company, which consent shall not be unreasonably withheld. Subject to the foregoing, any law firm or a member of a law firm in the Am Law 200 shall be presumed to qualify as Independent Counsel. In the event that the Indemnitee and the Company are unable to agree upon the selection of the Independent Counsel, the parties shall first try to settle the dispute by mediation under the Commercial Mediation Rules of the American Arbitration Association. Any dispute that cannot be resolved by mediation shall be finally resolved by arbitration by the American Arbitration Association under its Commercial Arbitration Rules. The fees for any such dispute resolution procedure shall be borne by the Company.

(h)          Proceeding: Any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative that relates to an Indemnifiable Event.

(i)          Reviewing Party: Reviewing Party shall have the meaning ascribed to such term in Section 3.

2.          Agreement to Indemnify.

(a)          General Agreement regarding Indemnification. In the event Indemnitee was, is, or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee from and against Indemnifiable Costs, to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Company to provide broader indemnification rights than were permitted prior thereto); provided that the Company’s commitment set forth in this Section 2(a) to indemnify the Indemnitee shall be subject to the limitations and procedural requirements set forth in this Agreement.

(b)          Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Indemnifiable Costs, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

(c)          Advancement of Expenses.   If so requested by Indemnitee, the Company shall advance to Indemnitee, to the fullest extent permitted by applicable law, any and all Expenses incurred by Indemnitee (an “Expense Advance” or an “Advance”) within 10 calendar days after the receipt by the Company of a request from Indemnitee for an Advance, whether prior to or after final disposition of any Proceeding. Indemnitee shall, and hereby undertakes to, repay to the Company any funds advanced to Indemnitee or paid on his or her behalf if it shall ultimately be determined that Indemnitee is not entitled to indemnification. Indemnitee shall make any such repayment promptly following written notice of any such determination. Payment by the Company of Indemnitee’s expenses in connection with any Proceeding in advance of the final disposition thereof shall not be deemed an admission by the Company that it shall ultimately be determined that Indemnitee is entitled to indemnification. Any request for an Expense Advance shall be accompanied by an itemization of the Expenses for which advancement is sought, and a reasonably detailed summary shall be provided if the Company so requests. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses. If Indemnitee has commenced legal proceedings in a court of competent jurisdiction in the State of Nevada to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

(d)          Exception to Obligation to Indemnify and Advance Expenses. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification or advancement pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement, including Section 5.

3.          Reviewing Party.

(a)          Definition of Reviewing Party. Other than as contemplated by Section 3(b), the person, persons or entity who shall determine whether Indemnitee is entitled to indemnification in the first instance (“the Reviewing Party”) shall be (i) the Board of Directors of the Company acting by a majority vote of a quorum of Disinterested Directors or (ii) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written determination to the Board of Directors, a copy of which shall be delivered to Indemnitee.

(b)          Reviewing Party Following Change in Control.   After a Change in Control, the Reviewing Party shall be the Independent Counsel. With respect to all matters arising from such a Change in Control concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or under applicable law or the Company’s Articles of Incorporation or Bylaws now or hereafter in effect relating to indemnification for Indemnifiable Events, the Company shall seek legal advice only from the Independent Counsel. Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee should be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Counsel and to indemnify fully such counsel against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the engagement of Independent Counsel pursuant hereto.

4.           Indemnification Process and Appeal.

(a)          Indemnification Payment.

(i)          The determination with respect to Indemnitee’s entitlement to indemnification shall, to the extent practicable, be made by the Reviewing Party not later than 30 calendar days after receipt by the Company of a written demand on the Company for indemnification (which written demand shall include such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification). The Reviewing Party making the determination with respect to Indemnitee’s entitlement to indemnification shall notify Indemnitee of such written determination no later than two business days thereafter.

(ii)         Unless the Reviewing Party has provided a written determination to the Company that Indemnitee is not entitled to indemnification under applicable law, Indemnitee shall be entitled to indemnification of Indemnifiable Costs, and shall receive payment thereof, from the Company in accordance with this Agreement as early as practicable, but not later than 10 business days after the Reviewing Party has made its determination with respect to Indemnitee’s entitlement to indemnification.

(b)          Suit to Enforce Rights.   If (i) no determination of entitlement to indemnification shall have been made within the time limitation for such a determination set forth in Section 4(a)(i), (ii) payment of indemnification pursuant to Section 4(a)(ii) is not made within the period permitted for such payment by such section, (iii) the Reviewing Party determines pursuant to Section 4(a) that Indemnitee is not entitled to indemnification under this Agreement, or (iv) Indemnitee has not received advancement of Expenses within the time period permitted for such advancement by Section 2(c), then Indemnitee shall have the right to enforce the indemnification rights granted under this Agreement by commencing litigation in any court of competent jurisdiction in the State of Nevada seeking an initial determination by the court or challenging any determination by the Reviewing Party or any aspect thereof. The Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party not challenged by the Indemnitee within six months of the date of the Reviewing Party’s determination shall be binding on the Company and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee in law or equity.

(c)          Defense to Indemnification, Burden of Proof, and Presumptions.

(i)           To the maximum extent permitted by applicable law in making a determination with respect to entitlement to indemnification (or payment of Expense Advances) hereunder, the Reviewing Party shall presume that an Indemnitee is entitled to indemnification (or payment of Expense Advances) under this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by the Reviewing Party of any determination contrary to that presumption.

(ii)         It shall be a defense to any action brought by Indemnitee against the Company to enforce this Agreement that it is not permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed.

(iii)        For purposes of this Agreement, the termination of any claim, action, suit, or proceeding, by judgment, order, settlement (whether with or without court approval), conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law.

5.          Indemnification for Expenses Incurred in Enforcing Rights.   The Company shall indemnify Indemnitee against any and all Expenses to the fullest extent permitted by law and, if requested by Indemnitee pursuant to the procedures set forth in Section 2(c), shall advance such Expenses to Indemnitee, that are incurred by Indemnitee in connection with any claim asserted against or action brought by Indemnitee for:

(a)          enforcement of this Agreement;

(b)          indemnification of Indemnifiable Costs or Expense Advances by the Company under this Agreement or any other agreement or under applicable law or the Company’s Articles of Incorporation or Bylaws now or hereafter in effect relating to indemnification for Indemnifiable Events; and/or

(c)          recovery under directors’ and officers’ liability insurance policies maintained by the Company.

6.           Notification and Defense of Proceeding.

(a)          Notice.   Promptly after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof. The failure to notify or promptly notify the Company shall not relieve the Company from any liability which it may have to the Indemnitee otherwise than under this Agreement, and shall not relieve the Company from liability hereunder except to the extent the Company has been materially prejudiced or as further provided in Section 6(c).

(b)          Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel selected by the Company and reasonably acceptable to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ separate counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not within 60 calendar days in fact have employed counsel to assume the defense of such Proceeding, in each of which case all Expenses of the Proceeding shall be borne by the Company. If the Company has selected counsel to represent Indemnitee and other current and former directors, officers or employees of the Company in the defense of a Proceeding, and a majority of such persons, including Indemnitee, reasonably object to such counsel selected by the Company pursuant to the first sentence of this Section 6(b), then such persons, including Indemnitee, shall be permitted to employ one additional counsel(s) and local counsel of their choice and the reasonable fees and expenses of such counsel(s) shall be at the expense of the Company; provided, however, that such counsel shall, if required by any company with which the Company obtains or maintains insurance, be approved by such company or chosen from amongst the list of counsel approved by such company. In the event separate counsel(s) is retained by Indemnitee and/or by a group of persons including Indemnitee pursuant to this Section 6(b), the Company shall cooperate with such counsel(s) with respect to the defense of the Proceeding, including making documents, witnesses and other information related to the defense available to such separate counsel(s) pursuant to joint-defense agreements or confidentiality agreements, as appropriate. The Company shall not be entitled to assume the defense of any Proceeding (x) brought by or on behalf of the Company, (y) as to which Indemnitee shall have made the determination provided for in clause (ii) above or (z) as to which Independent Counsel has approved the employment of counsel by Indemnitee in accordance with clause (iii) above.

(c)          Settlement of Claims.   The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent. The Company shall not settle any Proceeding in any manner that would impose any monetary damages, penalty or limitation on Indemnitee without Indemnitee’s prior written consent. Neither the Company nor the Indemnitee will unreasonably withhold their consent to any proposed settlement. The Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial award if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action; the Company’s liability hereunder shall not be excused if participation in the Proceeding by the Company was barred by this Agreement.

7.          Non-Exclusivity.   The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the laws of the State of Nevada, the Company’s Articles of Incorporation, Bylaws, applicable law, or otherwise. To the extent that a change in applicable law (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Company’s Articles of Incorporation, Bylaws, applicable law, or this Agreement, it is the intent of the parties that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change.

8.          Liability Insurance.   The Company shall use its best efforts (a) to continue to maintain in effect directors’ and officers’ insurance policies and fiduciary liability insurance policies (collectively, “D&O Insurance Policies”) with terms, conditions, retentions and limits of liability that are at least as favorable as those contained in the Company’s D&O Insurance Policies in effect as of the date hereof (D&O Insurance Policies containing such terms, conditions, retentions and limits of liability, referred to herein as “Comparable D&O Insurance Policies”), and, for so long as Indemnitee serves as a director of the Company and for a period of six (6) years thereafter, to cause Indemnitee to be covered under such Comparable D&O Insurance Policies in accordance with their respective terms, and (b) for a period of not less than six (6) years following the occurrence of (i) a Change in Control or (ii) the Company ceasing to operate its business as a going concern, to maintain in effect Comparable D&O Insurance Policies, and, until the earlier of (x) such time as the Company is no longer required to maintain such Comparable D&O Insurance Policies pursuant to this clause (b) or (y) the sixth (6^th) anniversary of Indemnitee ceasing to serve as a director of the Company, to cause Indemnitee to be covered under such Comparable D&O Insurance Policies in accordance with their respective terms. In the event the Company, at any time it is required to maintain Comparable D&O Insurance Policies pursuant to the foregoing sentence, is not able to obtain Comparable D&O Insurance Policies, the Company shall be obligated to maintain D&O Insurance Policies with the best coverage then available for the time periods provided in, and otherwise in accordance with the terms of, the foregoing sentence.

9.          Amendment of this Agreement.   No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall operate as a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.

10.        Subrogation.   In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be reasonably necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

11.        No Duplication or Shortfall of Payments.   The Company shall make any payment required to be made under this Agreement to the extent, but only to the extent, Indemnitee has not otherwise actually received payment (whether under the Company’s Articles of Incorporation, the Company’s Bylaws, any insurance policy, by law, or otherwise) of the amounts otherwise payable hereunder.

12.        Binding Effect.   This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as a director or officer of the Company or of any other enterprise at the Company’s request.

13.         Severability.   If any provision (or portion thereof) of this Agreement shall be held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of this Agreement containing any provision held to be invalid, void, or otherwise unenforceable that is not itself invalid, void, or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, void, or unenforceable.

14.         Governing Law.   This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada applicable to contracts made and to be performed in such State without giving effect to the principles of conflicts of laws, except to the extent that the laws of the State of Nevada are mandatorily applicable.

15.         Notices.   All notices, demands, and other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered by hand, against receipt, transmitted by facsimile upon confirmation that such facsimile has been received or mailed, postage prepaid, certified or registered mail, return receipt requested, and addressed

to the Company at:

Roomlinx, Inc.

11101 W 120^th Avenue, Suite 200

Broomfield, CO 80021

Attn: Michael Wasik

Fax: (303) 554-1110

and

to Indemnitee at:

___________________

___________________

___________________

Notice of change of address shall be effective only when done in accordance with this Section. All notices complying with this Section shall be deemed to have been received on the date of delivery or on the third business day after mailing.

* * *

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the day first written above.

COMPANY:	ROOMLINX, INC.
	By:
		Name:	Michael Wasik
		Title:	Chief Executive Officer
INDEMNITEE:
	Name:

EX-31.1

EXHIBIT 31.1

CERTIFICATION

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael S. Wasik certify that:

1.            I have reviewed this Form 10-Q of Roomlinx, Inc.;

2.            Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.            Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4.            The Company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

a.            Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.            Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.            Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.            Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and

5.            The Company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):

a.            All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and

b.            Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.

Date: November 14, 2013

By:	/s/ Michael S. Wasik
	Michael S. Wasik
	Chief Executive Officer and Chief Financial Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Alan Fine certify that:

1.            I have reviewed this Form 10-Q of Roomlinx, Inc.;

2.            Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.            Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4.            The Company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

a.            Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.            Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.            Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.            Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and

5.            The Company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):

a.            All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and

b.            Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.

Date: November 14, 2013

By:	/s/ Alan Fine
	Alan Fine
	Interim Chief Financial Officer

EX-32

EXHIBIT 32.1

CERTIFICATION

PURSUANT TO SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Roomlinx, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Michael S. Wasik and Alan Fine, Chief Executive Officer and Interim Chief Financial Officer, respectively, of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to our knowledge:

1.            The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and

2.            The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

This Certification has not been, and shall not be deemed, “filed” with the Securities and Exchange Commission.

Date: November 14, 2013

By:	/s/ Michael S. Wasik
	Michael S. Wasik
	Chief Executive Officer
By:	/s/ Alan Fine
	Alan Fine
	Interim Chief Financial Officer

XML

Contingent Liabilities

9 Months Ended

Sep. 30, 2013

Loss Contingency [Abstract]

Contingent Liabilities

11. Contingent Liabilities

The Company is in receipt of a District Court Civil Summons, dated May 29, 2012, in the matter of “CLC Networks, Inc. and Skada Capital, LLC v. Roomlinx, Inc.”, commenced in the District Court of Boulder County, Colorado (the “Action”). The plaintiffs in the Action claim that the Company owes them certain unpaid sales commissions, including with respect to Hyatt Corporation in connection with that certain Master Services and Equipment Purchase Agreement, as described in the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on March 13, 2012. The Company believes the plaintiffs’ claims are without merit. The Action is currently pending.

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. The amount (net of payments made in 2013) is recorded in accounts payable in the accompanying consolidated balance sheets as of September 30, 2013 and December 31, 2012. 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 intends to pursue a settlement of all claims with TIG and is in discussions with TIG in respect thereof.

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.

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 “Action”). The plaintiffs in the 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, 2013 and December 31, 2012. The Company intends to pursue a settlement of all claims.

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.

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Revenues:
Total	$ 2,988,230	$ 2,387,214	$ 7,559,096	$ 6,060,141
Operating expenses:
Operations	256,269	628,638	1,052,499	1,550,403
Product development	163,137	312,076	636,686	837,586
Selling, general and administrative	600,270	737,066	2,042,856	1,995,343
Depreciation	92,519	191,389	276,715	559,364
Loss on asset impairment		1,112,470		1,112,470
Total direct costs and operating expenses	3,212,185	5,045,682	9,704,022	11,402,682
Operating loss	(223,955)	(2,658,468)	(2,144,926)	(5,342,541)
Non-operating income (expense):
Interest expense	(168,190)	(157,259)	(465,947)	(450,455)
Interest income	44,217	86,279	145,177	224,188
Other income		181,962		181,962
Total Non operating income (expense)	(123,973)	110,982	(320,770)	(44,305)
Net loss	(347,928)	(2,547,486)	(2,465,696)	(5,386,846)
Less: net (income) loss attributable to the non-controlling interest	2,875	(7,850)	8,309	(4,790)
Net loss attributable to the Company	(345,053)	(2,555,336)	(2,457,387)	(5,391,636)
Other comprehensive (loss) income:
Currency translation (loss) gain	(21,283)	29,766	(8,533)	22,375
Comprehensive loss	(366,336)	(2,525,570)	(2,465,920)	(5,369,261)
Comprehensive loss attributable to the non-controlling interest
Comprehensive loss attributable to the Company	(366,336)	(2,525,570)	(2,465,920)	(5,369,261)
Net loss per common share:
Basic and diluted (in dollars per share)	$ (0.05)	$ (0.40)	$ (0.38)	$ (0.93)
Weighted average shares outstanding:
Basic and diluted (in shares)	6,407,630	6,404,631	6,406,160	5,803,265
Hospitality
Revenues:
Product and installation	1,404,535	1,254,998	2,879,357	2,954,406
Services	1,359,827	910,601	4,020,554	2,414,351
Direct costs and operating expenses:
Direct costs (exclusive of operating expenses and depreciation shown seperately below):	1,948,081	1,918,368	5,209,077	4,862,279
Residential
Revenues:
Services	223,868	221,615	659,185	691,384
Direct costs and operating expenses:
Direct costs (exclusive of operating expenses and depreciation shown seperately below):	$ 151,909	$ 145,675	$ 486,189	$ 485,237

XML

Asset Impairment

9 Months Ended

Sep. 30, 2013

Asset Impairment Charges [Abstract]

Asset Impairment

4.    Asset Impairment

The Company’s wholly-owned subsidiary, Cardinal Hospitality, Ltd. (“CHL”) provides video-on-demand (“VOD”) utilizing proprietary technology to approximately 130 hotel properties in Canada (“the CHL properties”). The CHL properties are primarily economy-class hotels.

During the three months ended September 30, 2012, the Company determined that it would no longer utilize its proprietary VOD system in future VOD service installations. Rather than invest in upgrading or refreshing its proprietary technology, the Company determined it would purchase a third-party platform for all future VOD installations. In addition, it concluded that its primary business strategy and technology development efforts will be focused on its proprietary interactive TV platform. Due to the economy class nature of the CHL properties, management determined that the interactive TV platform is not appropriate for deployment at those properties. Consequently, while services provided to the CHL properties will continue, no significant new business development will be pursued.

As a result of this strategic change we performed an evaluation as of September 30, 2012 of our long-lived assets associated with the CHL properties consisting primarily of property, plant, and equipment and property receivables. In assessing impairment for long-lived assets we followed the provisions of ASC 360. We performed our testing of the asset group at the individual property level, and our assessment included contractual terms and identifiable cash flows associated with providing on-going service.

In performing the test, we determined that the total of the expected future undiscounted cash flows directly related to services provided at the CHL properties was less than the carrying value of the asset group. Therefore, an impairment charge was required. An impairment charge of approximately $920,000 and $47,000 related to PP&E and property receivables, respectively, represented the difference between the fair values of the asset group and its carrying values and is reflected as Loss on asset impairment in the consolidated statements of comprehensive loss for the three and nine months ended September 30, 2012. The impairment charges resulted from the excess of the carrying value of the asset group over the fair value (calculated based on the discounted expected future cash flows associated with VOD and free to guest services during the underlying contractual period).

In addition, we performed an analysis of the value of inventory held by CHL to determine the impact of the change in business strategy, as of September 30, 2012. We determined that a write off of approximately $146,000 was required to reflect the obsolete nature of the inventory associated with VOD service. The charge is included in the Loss on asset impairment in the consolidated statements of comprehensive loss for the three and nine months ended September 30, 2012.

XML

Organization and Significant Accounting Policies (Detail Textuals) (USD $)	9 Months Ended
	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2012	Dec. 31, 2011
Organization, Consolidation and Presentation Of Financial Statements [Line Items]
Cash and cash equivalents	$ 1,788,309	$ 3,211,182	$ 2,930,993	$ 361,228
Working capital	290,000
Total deficit	2,480,000
Accumulated deficit	(40,029,283)	(37,571,896)
Line of credit facility available for future borrowings	19,800,000
Allowance for doubtful accounts receivable	$ 253,000	$ 229,000
Arista Communications, LLC
Organization, Consolidation and Presentation Of Financial Statements [Line Items]
Percentage of interest held by Canadian Communication LLC	50.00%

XML

Organization and Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2013

Business Description and Accounting Policies [Abstract]

Basis of Consolidation

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.

Basis of Presentation

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, 2012.

Reclassification

Reclassification: Certain amounts in the 2012 financial statements have been reclassified to conform to the current year presentation.

Going Concern and Management Plans

Going Concern and Management Plans: The Company has experienced recurring losses and negative cash flows from operations. At September 30, 2013, the Company had approximate balances of cash and cash equivalents of $1,790,000, working capital of $290,000, total deficit of $2,480,000 and accumulated deficit of $40,000,000. 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, 2013, the Company has available approximately $19,800,000 under its line of credit, however, as described below, any borrowings under the line of credit could be limited.

As described in Note 7, 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. 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 three months ended September 30, 2013. 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.

Accounts receivable

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, 2013 and December 31, 2012, the Company recorded an allowance of approximately $253,000 and $229,000, respectively.

Revenue Recognition

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.

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

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, 2013 and December 31, 2012, Hyatt Corporation-controlled properties represented 42% and 49%, respectively of accounts receivable, and other Hyatt properties in the aggregate represented 33% and 29%, respectively, of accounts receivable.

Revenue:  During the three months ended September 30, 2013 and 2012, Hyatt Corporation-controlled properties contributed 29% and 28%, respectively, and other Hyatt properties in the aggregate contributed 56% and 43%, respectively, of Roomlinx’s US Hospitality revenue.  Additionally, one customer contributed 54% to Roomlinx’s Canadian hospitality revenue in 2013 versus contributing 55% in 2012.

During the nine months ended September 30, 2013 and 2012, Hyatt Corporation-controlled properties contributed 25% and 38%, respectively, and other Hyatt properties in the aggregate contributed 55% and 29%, respectively, of Roomlinx’s US Hospitality revenue.  Additionally, one customer contributed 53% to Roomlinx’s Canadian hospitality revenue in 2013 versus contributing 54% in 2012.

Fair Value Measurement

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, 2013 and December 31, 2012.

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.

Long-Lived Assets

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

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, Canada, and Other Foreign. As of September 30, 2013 and 2012, Other 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

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

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 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 and warrants are not considered in the calculation as the impact of the potential common shares (totaling approximately 2,440,720 and 2,477,541 shares as of September 30, 2013 and September 30, 2012, respectively) would be to decrease the net loss per share.

Use of Estimates

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.

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Segment Information - Segment data (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Segment Reporting Information [Line Items]
Revenue	$ 2,988,230	$ 2,387,214	$ 7,559,096	$ 6,060,141
Operating (loss)	(223,955)	(2,658,468)	(2,144,926)	(5,342,541)
Net Income (loss)	(347,928)	(2,547,486)	(2,465,696)	(5,386,846)
Total assets	8,852,804		8,852,804		11,855,717
Operating segments
Segment Reporting Information [Line Items]
Revenue	2,988,230	2,387,214	7,559,096	6,060,141
Total assets	8,852,804		8,852,804
Operating segments | Hospitality
Segment Reporting Information [Line Items]
Revenue	2,764,362	2,165,599	6,899,911	5,368,757
Operating (loss)	153,921	(2,181,514)	(717,272)	(4,114,148)
Net Income (loss)	29,948	(1,985,025)	(1,038,042)	(3,909,414)
Total assets	8,563,448		8,563,448
Operating segments | Residential
Segment Reporting Information [Line Items]
Revenue	223,868	221,615	659,185	691,384
Operating (loss)	(41,477)	(45,306)	(242,943)	(111,821)
Net Income (loss)	(41,477)	(45,306)	(242,943)	(111,821)
Total assets	206,717		206,717
Corporate
Segment Reporting Information [Line Items]
Revenue
Operating (loss)	(336,399)	(431,648)	(1,184,711)	(1,116,572)
Net Income (loss)	(336,399)	(517,155)	(1,184,711)	(1,365,611)
Total assets	$ 82,639		$ 82,639

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Commitments and Contingencies (Detail Textuals 1) (Software, USD $)	Sep. 30, 2013
Software
Capital Lease Future Minimum Payments:
Future minimum capital lease obligations payments for 2014	$ 12,036
Future minimum capital lease obligations payments for 2015	$ 6,434

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Organization and Significant Accounting Policies (Detail Textuals 3)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of operating segments	2
Percentage of deposit due and recorded as deferred revenue	50.00%
Warrants And Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Outstanding stock options and warrants are not considered in the calculation of earnings per share (in shares)	2,440,720	2,477,541

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Organization and Significant Accounting Policies (Detail Textuals 2) (Credit Risk, Revenue, Hospitality)	3 Months Ended		9 Months Ended
	Sep. 30, 2013 Customer	Sep. 30, 2012 Customer	Sep. 30, 2013 Customer	Sep. 30, 2012 Customer
CANADA
Concentration Risk [Line Items]
Number of customers	1	1	1	1
Concentration risk percentage	54.00%	55.00%	53.00%	54.00%
Hyatt Corporation | United states
Concentration Risk [Line Items]
Concentration risk percentage	29.00%	28.00%	25.00%	38.00%
Other Hyatt properties | United states
Concentration Risk [Line Items]
Concentration risk percentage	56.00%	43.00%	55.00%	29.00%

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Equity (Detail Textuals 2) (USD $)		0 Months Ended	1 Months Ended	0 Months Ended		0 Months Ended	9 Months Ended
	Jun. 14, 2013 Stock options	Jan. 11, 2013 Incentive Stock Options	Dec. 27, 2012 Stock option plan Hyatt Options	Mar. 14, 2012 Stock option plan Hyatt Options	Jun. 14, 2013 Stock option plan Hyatt Options	Jun. 14, 2013 Stock option plan Non Hyatt Options	Sep. 30, 2013 Stock option plan Stock options	Dec. 31, 2012 Stock option plan Stock options	Dec. 27, 2012 Stock option plan Stock options	Dec. 31, 2004 Stock option plan Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issue of common stock upon exercise of options granted pursuant to the Stock Option Plan (in shares)		30,000		500,000					2,000,000	1,200,000
Number of option outstanding	925,027				300,833	354,445	897,920	1,086,074
Exercise price of option			$ 2.10	$ 4.00		$ 0.60	$ 0.60
Exercise price of option closing price		$ 2.06	$ 0.10			$ 0.60
Options vesting period		3 years		3 years
Expiry period of options		7 years		7 years			10 years
Weighted average grant fair value of options		$ 1.68					$ 0.60

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Line of Credit - Future minimum payments under the line of credit (Details) (Revolving Credit, USD $)	Sep. 30, 2013
Revolving Credit
Line Of Credit Facility [Line Items]
2014	$ 340,000
2015	1,106,000
2016	2,130,000
2017	1,600,000
Total	$ 5,176,000

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Equity - Outstanding warrants (Details 1) (Warrants, USD $)	9 Months Ended
	Sep. 30, 2013
Warrants
Shares Underlying Warrants
Outstanding at January 1, 2013	1,542,800
Granted and Issued
Expired/Cancelled
Outstanding and exercisable at September 30, 2013	1,542,800
Weighted Average Exercise Price
Outstanding at January 1, 2013	$ 2.84
Granted and Issued
Expired/Cancelled
Outstanding and exercisable at September 30, 2013	$ 2.84
Outstanding and exercisable, Weighted Remaining Contractual Life (in years)	1 year 2 months 19 days
Outstanding and exercisable, Aggregate Intrinsic Value

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Segment Information - Geographical data by segment (Details 1) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Revenues from External Customers and Long-Lived Assets [Line Items]
Totals	$ 2,988,230	$ 2,387,214	$ 7,559,096	$ 6,060,141
Total assets	8,852,804		8,852,804		11,855,717
Hospitality
Revenues from External Customers and Long-Lived Assets [Line Items]
Product and installation	1,404,535	1,254,998	2,879,357	2,954,406
Services	1,359,827	910,601	4,020,554	2,414,351
Residential
Revenues from External Customers and Long-Lived Assets [Line Items]
Services	223,868	221,615	659,185	691,384
Operating segments
Revenues from External Customers and Long-Lived Assets [Line Items]
Totals	2,988,230	2,387,214	7,559,096	6,060,141
Total assets	8,852,804		8,852,804
Operating segments | United states
Revenues from External Customers and Long-Lived Assets [Line Items]
Totals	2,862,877	2,172,115	7,014,793	5,462,526
Total assets	8,150,455		8,150,455
Operating segments | Canada
Revenues from External Customers and Long-Lived Assets [Line Items]
Totals	115,081	189,334	369,187	494,204
Total assets	477,861		477,861
Operating segments | Other Foreign
Revenues from External Customers and Long-Lived Assets [Line Items]
Totals	10,272	25,765	175,116	103,411
Total assets	224,488		224,488
Operating segments | Hospitality
Revenues from External Customers and Long-Lived Assets [Line Items]
Product and installation	1,404,535	1,254,998	2,879,357	2,954,406
Services	1,359,827	910,601	4,020,554	2,414,351
Totals	2,764,362	2,165,599	6,899,911	5,368,757
Total assets	8,563,448		8,563,448
Operating segments | Hospitality | United states
Revenues from External Customers and Long-Lived Assets [Line Items]
Product and installation	1,404,535	1,254,998	2,879,357	2,954,406
Services	1,234,474	695,502	3,476,251	1,816,736
Operating segments | Hospitality | Canada
Revenues from External Customers and Long-Lived Assets [Line Items]
Product and installation
Services	115,081	189,334	369,187	494,204
Operating segments | Hospitality | Other Foreign
Revenues from External Customers and Long-Lived Assets [Line Items]
Product and installation
Services	10,272	25,765	175,116	103,411
Operating segments | Residential
Revenues from External Customers and Long-Lived Assets [Line Items]
Product and installation
Services	223,868	221,615	659,185	691,384
Totals	223,868	221,615	659,185	691,384
Total assets	206,717		206,717
Operating segments | Residential | United states
Revenues from External Customers and Long-Lived Assets [Line Items]
Services	223,868	221,615	659,185	691,384
Operating segments | Residential | Canada
Revenues from External Customers and Long-Lived Assets [Line Items]
Services
Operating segments | Residential | Other Foreign
Revenues from External Customers and Long-Lived Assets [Line Items]
Services

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Asset Impairment (Details Textuals) (USD $)	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2013 Cardinal Hospitality, Ltd Video on demand	Sep. 30, 2013 Property, Plant and Equipment Cardinal Hospitality, Ltd	Sep. 30, 2013 Property receivables Cardinal Hospitality, Ltd	Sep. 30, 2013 Canada Cardinal Hospitality, Ltd Hotel
Property, Plant and Equipment [Line Items]
Number of hotels in canada					130
Impairment charges			$ 920,000	$ 47,000
Inventory Write-down	$ 22,500	$ 146,000

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Equity - Summary of activity of non-vested options (Details 4) (Stock option plan, Stock options, USD $)	9 Months Ended
	Sep. 30, 2013
Stock option plan | Stock options
Non-vested Shares Underlying Options
Non-vested at January 1, 2013	763,363
Granted	30,000
Vested	(151,683)
Forfeited	(172,074)
Non-vested at September 30, 2013	469,606
Weighted Average Exercise Price
Non-vested at January 1, 2013	$ 2.16
Granted	$ 0.60
Vested	$ 1.91
Forfeited	$ 2.20
Non-vested at September 30, 2013	$ 1.43
Weighted Average Grant Date Fair Value
Non-vested at January 1, 2013	$ 1.95
Granted	$ 0.60
Vested	$ 1.82
Forfeited	$ 1.96
Non-vested at September 30, 2013	$ 1.33

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Organization and Significant Accounting Policies (Detail Textuals 1) (Accounts Receivable, Credit Risk)	9 Months Ended	12 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
Hyatt Corporation
Concentration Risk [Line Items]
Concentration risk percentage	42.00%	49.00%
Other Hyatt properties
Concentration Risk [Line Items]
Concentration risk percentage	33.00%	29.00%

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CONSOLIDATED CASH FLOW STATEMENTS (unaudited) (USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Cash flows from operating activities:
Net loss	$ (2,465,696)	$ (5,386,846)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	276,715	559,364
Amortization of debt discount	256,519	246,614
Stock-based compensation	369,594	420,679
Compensation cost related to restricted stock issuances	13,118
Settlement of royalty payable		(179,834)
Provision for uncollectable accounts and leases receivable	107,218	100,211
Reserve for inventory obsolescence		22,500
Asset impairment		1,112,470
Change in operating assets and liabilities:
Accounts receivable	(119,435)	(592,176)
Prepaid and other current assets	(30,189)	(400,782)
Inventory	649,414	(2,348,144)
Accounts payable and other liabilities	(1,071,018)	2,375,361
Customer deposits	(1,800)
Unearned income	(174,410)	(161,803)
Deferred revenue	96,574	2,408,709
Total adjustments	372,300	3,563,169
Net cash used in operating activities:	(2,093,396)	(1,823,677)
Cash flows from investing activities:
Lease financing provided to customers		(142,879)
Payments received on leases receivable	703,226	721,739
Purchase of property and equipment	(16,540)	(183,789)
Net cash provided by investing activities:	686,686	395,071
Cash flows from financing activities:
Proceeds from sale of common stock, net		2,993,311
Proceeds from the line of credit		1,000,000
Proceeds from notes payable		45,000
Payments on capital lease	(8,344)	(9,700)
Payments on notes payable	(8,918)	(47,824)
Net cash (used in) provided by financing activities	(17,262)	3,980,787
Effects of foreign currency translation	1,099	17,584
Net (decrease) increase in cash and equivalents	(1,422,873)	2,569,765
Cash and equivalents at beginning of period	3,211,182	361,228
Cash and equivalents at end of period	1,788,309	2,930,993
Supplemental cash flow information:
Cash paid for interest	213,201	202,231
Non-cash investing and financing activities:
Restricted stock vested	12,000
Assets acquired under capital lease		34,617
Warants isssed in connection with line of credit		$ 350,167

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Leases Receivable

9 Months Ended

Sep. 30, 2013

Receivables [Abstract]

Leases Receivable

2.    Leases Receivable

As of September 30, 2013, the Company had $1,881,470 in leases receivables compared to $2,802,465 at December 31, 2012, less a reserve for uncollectible accounts of $0 and $135,000, respectively. During the nine months ended September 30, 2013 and 2012 the Company received payments of $703,226 and $721,739, respectively. The Company did not enter into any new leases in the nine months ended September 30, 2013; and during the nine months ended September 30, 2012, the Company entered into one lease receivable in the amount of $142,879. These leases have terms of 60 months and an average interest rate of 9.5%. In addition, during the nine months ended September 30, 2013 and 2012, the Company recorded a loss of $82,768 and $60,211 respectively, related to the early termination of lease receivable contracts. These amounts are net of the return of equipment to inventory and are included in direct costs in the consolidated statements of comprehensive loss.

Future minimum receipts on lease receivables are as follows:

Twelve Months ended September 30,	Minimum Receipts
2014	$	857,405
2015		650,661
2016		307,957
2017		65,447
	$	1,881,470

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Settlement of Royalty Payable

9 Months Ended

Sep. 30, 2013

Settlement Of Royalty Payable [Abstract]

Settlement of Royalty Payable

5.    Settlement of Royalty Payable

In November 2011, the Company entered into a revised license agreement for studio films. Under the terms of the agreement, the Company was required to pay $105,000 in four equal quarterly payments to settle all previous amounts due to a studio. In August 2012, the Company made the final payment resulting in a gain on the settlement of royalty payable in the amount of $179,834, such amount representing the excess of the accrued liability less the agreed upon settlement of $105,000. The settlement of royalty payable is included in other income on the consolidated statements of comprehensive loss for the three and nine months ended September 30, 2012.

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Inventory

9 Months Ended

Sep. 30, 2013

Inventory Disclosure [Abstract]

Inventory

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, 2013 and December 31, 2012, 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, 2013 and December 31, 2012 are as follows:

	2013			2012
Raw materials	$	2,381,470		$	2,546,441
Work in process		397,908			882,351
		2,779,378			3,428,792
Reserve for obsolescence		(120,000	)		(120,000	)
Inventory, net	$	2,659,378		$	3,308,792

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Equity - Fair value assumption of options in stock based compensation (Details 2) (Stock options)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Share-Based Compensation Arrangement By Share-Based Payment Award [Line Items]
Expected term	7 years	7 years
Expected volatility	213.00%
Risk free interest rate	1.28%
Dividend yield	0.00%	0.00%
Minimum
Share-Based Compensation Arrangement By Share-Based Payment Award [Line Items]
Expected volatility		218.00%
Risk free interest rate		1.11%
Maximum
Share-Based Compensation Arrangement By Share-Based Payment Award [Line Items]
Expected volatility		225.00%
Risk free interest rate		1.69%

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Leases Receivable - Future minimum receipts on lease receivables (Details) (USD $)	Sep. 30, 2013
Receivables [Abstract]
2014	$ 857,405
2015	650,661
2016	307,957
2017	65,447
Total future minimum receipts	$ 1,881,470

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Settlement of Royalty Payable (Detail Textuals) (USD $)	9 Months Ended	1 Months Ended
	Sep. 30, 2012	Aug. 31, 2012 Revised license agreement for studio films	Nov. 30, 2011 Revised license agreement for studio films Installment
Settlement Of Royalty Payable [Line Items]
Royalty payable under the agreement			$ 105,000
Number of quarterly payments			4
Gain on the settlement of royalty payable	$ 179,834	$ 179,834

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Commitments and Contingencies (Detail Textuals) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Commitments and Contingencies Disclosure [Abstract]
Deferred rent liability included in other liability	$ 52,259	$ 55,025
Operating Leases Future Minimum Payments:
Future minimum operating leases payments for 2014	137,764
Future minimum operating lease payments for 2015	$ 152,085

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Contingent Liabilities (Detail Textuals) (Pending litigation, USD $)	9 Months Ended
	Sep. 30, 2013
Technology Integration Group
Loss Contingencies [Line Items]
Payment demanded pursuant to purchase of inventory	$ 2,430,000
ScanSource
Loss Contingencies [Line Items]
Payment demanded pursuant to purchase of inventory	$ 473,000

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Equity (Detail Textuals 1) (USD $)			9 Months Ended	0 Months Ended	1 Months Ended	9 Months Ended			9 Months Ended	12 Months Ended
	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2013 Cenfin Credit Agreement	May 04, 2012 Stock Purchase Agreement	Jul. 31, 2013 Restricted Stock Non employee directors	Sep. 30, 2013 Restricted Stock Non employee directors Director	Sep. 30, 2013 Warrants	Dec. 31, 2012 Warrants	Sep. 30, 2013 Warrants Line of Credit	Dec. 31, 2012 Warrants Line of Credit
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	6,411,413	6,405,413
Common stock, shares outstanding	6,411,413	6,405,413
Number of non employee directors						3
Restricted shares of common granted						24,000
Fair market value (in dollars per share)						$ 2.00
Stock based compensation recorded in selling, general and administrative expenses						$ 13,118
Number of outstanding warrants							1,542,800	1,542,800
Number of warrants issued				640,000					902,800	902,800
Forfeited restricted shares of common stock					6,000
Warrants granted pursuant to clause			250,000
Exercise price of warrants (in dollars per warrant)			2.00	3.75
Term of expire			3 years	3 years

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CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Preferred stock, par value (in dollars per share)	$ 0.20	$ 0.20
Preferred stock, shares authorized	5,000,000	5,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	6,411,413	6,405,413
Common stock, shares outstanding	6,411,413	6,405,413
Class A Preferred Stock
Preferred stock, par value (in dollars per share)	$ 0.20	$ 0.20
Preferred stock, shares authorized	720,000	720,000
Preferred stock, shares issued	720,000	720,000
Preferred stock, shares outstanding	720,000	720,000
Preferred stock, liquidation preference (in dollars)	$ 144,000	$ 144,000

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

8.     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. The Company had a deferred rent liability of $52,259 and $55,025 included in other liabilities as of September 30, 2013 and December 31, 2012, respectively. The Company has future minimum lease payments of $137,764 and $152,085 during the twelve months ended September 30, 2014 and 2015, respectively.

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 as follows: $12,036 and $6,434 for the twelve month periods ended September 30, 2014 and 2015, respectively.

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CONSOLIDATED STATEMENT OF CHANGES IN DEFICIT (unaudited) (USD $)	Preferred Stock A	Common Stock	Additional Paid - in Capital	Accumulated Other Comprehensive Income	Accumulated (Deficit)	Non-Contolling Interest	Total
Balance at Dec. 31, 2012	$ 144,000	$ 6,405	$ 36,971,369	$ 7,684	$ (37,571,896)	$ 58,044	$ (384,394)
Balance (in shares) at Dec. 31, 2012	720,000	6,405,413
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Restricted shares of common stock vested		6	11,994				12,000
Restricted shares of common stock vested (in shares)		6,000
Stock based compensation			369,594				369,594
Comprehensive income (loss):
Net loss					(2,457,387)	(8,309)	(2,465,696)
Translation loss				(8,533)			(8,533)
Balance at Sep. 30, 2013	$ 144,000	$ 6,411	$ 37,352,957	$ (849)	$ (40,029,283)	$ 49,735	$ (2,477,029)
Balance (in shares) at Sep. 30, 2013	720,000	6,411,413

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CONSOLIDATED BALANCE SHEETS (USD $)	Sep. 30, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 1,788,309	$ 3,211,182
Accounts receivable, net	1,856,489	1,761,503
Leases receivable, current portion	857,405	995,220
Prepaid and other current assets	146,091	115,902
Inventory, net	2,659,378	3,308,792
Total current assets	7,307,672	9,392,599
Property and equipment, net	521,067	790,873
Leases receivable, non-current	1,024,065	1,672,245
Total assets	8,852,804	11,855,717
Current liabilities:
Line of credit, net of discount, current portion	340,000
Accounts payable	4,255,286	5,079,204
Accrued expenses and other current liabilities	422,031	668,012
Customer deposits	1,123,448	1,125,248
Notes payable and other obligations, current portion	21,414	21,884
Unearned income, current portion	119,766	187,540
Deferred revenue, current portion	731,287	609,988
Total current liabilities	7,013,232	7,691,876
Deferred revenue, less current portion	270,238	294,963
Notes payable and other obligations, less current portion	30,899	47,691
Unearned income, less current portion	91,768	198,404
Line of credit, net of discount, less current portion	3,923,696	4,007,177
Total liabilities	11,329,833	12,240,111
Deficit:
Common stock - $0.001 par value, 200,000,000 shares authorized: 6,411,413 and 6,405,413 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively	6,411	6,405
Additional paid-in capital	37,352,957	36,971,369
Accumulated deficit	(40,029,283)	(37,571,896)
Accumulated other comprehensive (loss) income	(849)	7,684
Total Roomlinx, Inc. shareholders' deficit	(2,526,764)	(442,438)
Non-controlling interest	49,735	58,044
Total deficit	(2,477,029)	(384,394)
Total liabilities and deficit	8,852,804	11,855,717
Class A Preferred Stock
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)	$ 144,000	$ 144,000

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Leases Receivable (Detail Textuals) (USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012 Lease_Receivable	Dec. 31, 2012
Receivables [Abstract]
Leases receivables	$ 1,881,470		$ 2,802,465
Leases receivables, reserve for uncollectable accounts	0		135,000
Payments received on leases receivable	703,226	721,739
Number of lease receivable		1
Payments to acquire lease receivables		142,879
Term of lease agreement		60 months
Interest rate on lease		9.50%
Loss due to early termination of lease receivable contracts	$ 82,768	$ 60,211

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Segment Information (Tables)

9 Months Ended

Sep. 30, 2013

Segment Reporting [Abstract]

Schedule of financial information of segments

	Hospitality			Residential			Corporate			Totals
Three months ended September 30, 2013
Revenue	$	2,764,362		$	223,868		$	-		$	2,988,230
Operating income (loss)	$	153,921		$	(41,477	)	$	(336,399	)	$	(223,955	)
Net income (loss)	$	29,948		$	(41,477	)	$	(336,399	)	$	(347,928	)
Three months ended September 30, 2012
Revenue	$	2,165,599		$	221,615		$	-		$	2,387,214
Operating loss	$	(2,181,514	)	$	(45,306	)	$	(431,648	)	$	(2,658,468	)
Net loss	$	(1,985,025	)	$	(45,306	)	$	(517,155	)	$	(2,547,486	)
Nine months ended September 30, 2013
Revenue	$	6,899,911		$	659,185		$	-		$	7,559,096
Operating loss	$	(717,272	)	$	(242,943	)	$	(1,184,711	)	$	(2,144,926	)
Net loss	$	(1,038,042	)	$	(242,943	)	$	(1,184,711	)	$	(2,465,696	)
Nine months ended September 30, 2012
Revenue	$	5,368,757		$	691,384		$	-		$	6,060,141
Operating loss	$	(4,114,148	)	$	(111,821	)	$	(1,116,572	)	$	(5,342,541	)
Net loss	$	(3,909,414	)	$	(111,821	)	$	(1,365,611	)	$	(5,386,846	)
As of September 30, 2013
Total assets	$	8,563,448		$	206,717		$	82,639		$	8,852,804

Schedule of financial information of geographical data by segment

	United States		Canada		Other Foreign		Totals
Three months ended September 30, 2013
Hospitality:
Product and installation	$	1,404,535	$	-	$	-	$	1,404,535
Services		1,234,474		115,081		10,272	$	1,359,827
Residential:
Services		223,868		-		-	$	223,868
Totals	$	2,862,877	$	115,081	$	10,272	$	2,988,230
Three months ended September 30, 2012
Hospitality:
Product and installation	$	1,254,998	$	-	$	-	$	1,254,998
Services		695,502		189,334		25,765	$	910,601
Residential:
Services		221,615		-		-	$	221,615
Totals	$	2,172,115	$	189,334	$	25,765	$	2,387,214
Nine months ended September 30, 2013
Hospitality:
Product and installation	$	2,879,357	$	-	$	-	$	2,879,357
Services		3,476,251		369,187		175,116	$	4,020,554
Residential:
Services		659,185		-		-	$	659,185
Totals	$	7,014,793	$	369,187	$	175,116	$	7,559,096
Nine months ended September 30, 2012
Hospitality:
Product and installation	$	2,954,406	$	-	$	-	$	2,954,406
Services		1,816,736		494,204		103,411	$	2,414,351
Residential:
Services		691,384		-		-	$	691,384
Totals	$	5,462,526	$	494,204	$	103,411	$	6,060,141
As of September 30, 2013
Total assets	$	8,150,455	$	477,861	$	224,488	$	8,852,804

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Equity (Detail Textuals) (USD $)	9 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
Class of Stock [Line Items]
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, par value (in dollars per share)	$ 0.20	$ 0.20
Class A Preferred Stock
Class of Stock [Line Items]
Preferred stock, shares authorized	720,000	720,000
Preferred stock, par value (in dollars per share)	$ 0.20	$ 0.20
Preferred stock, shares issued	720,000	720,000
Preferred stock, shares outstanding	720,000	720,000
Preferred stock, liquidation preference (in dollars per share)	$ 0.20
Cumulative annual dividend rate	9.00%
Accumulated and unpaid dividend (in dollars)	$ 194,880	$ 185,160

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Equity - Estimation fair value of warrants granted (Details) (Warrants)	9 Months Ended
	Sep. 30, 2012
Class of Warrant or Right [Line Items]
Term	3 years
Dividend yield	0.00%
Minimum
Class of Warrant or Right [Line Items]
Expected volatility	108.00%
Risk free interest rate	0.35%
Maximum
Class of Warrant or Right [Line Items]
Expected volatility	148.00%
Risk free interest rate	0.57%

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Line of Credit (Detail Textuals) (USD $)	0 Months Ended	9 Months Ended
	Jun. 05, 2009	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Line of Credit Facility [Line Items]
Line of credit facility available for future borrowings		$ 19,800,000
Revolving Credit
Line of Credit Facility [Line Items]
Amounts outstanding under the credit agreement		5,176,000
Unamortized balance of debt discount		912,304		1,168,823
Revolving Credit | Credit Agreement | Cenfin LLC
Line of Credit Facility [Line Items]
Revolving credit maximum permissible borrowing limit	25,000,000
Period of repayment of advances	5 years
Description of interest rate on borrowings	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 5.19% at September 30, 2013)
Description of variable rate basis	Federal Funds Rate
Variable basis spread	5.00%
Interest rate		5.19%
Total outstanding indebtedness to total assets ratio maintained by company	Less than 3 to 1
Amounts outstanding under the credit agreement		5,176,000		5,176,000
Line of credit facility available for future borrowings		19,824,000
Interest expense		190,252	196,846
Accretion of the debt discount		$ 256,519	$ 246,614

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Line of Credit (Detail Textuals 1) (Revolving Credit, Security and Warrant Purchase Agreement, Cenfin LLC, USD $)	0 Months Ended	9 Months Ended
	Jul. 15, 2010	Sep. 30, 2013
Revolving Credit | Security and Warrant Purchase Agreement | Cenfin LLC
Line of Credit Facility [Line Items]
Percentage of principal amount of borrowing used for warrants issue		50.00%
Exercise price of warrant on the first $5,000,000 of borrowings		2.00
Specified amount of first draw	$ 5,000,000	$ 4,712,000
Minimum first draw amount for determining number of shares called by warrants using fair market value		5,000,000
Maximum amount drawn		$ 5,000,000
Exercise price of warrants (in dollars per warrant)		2.00
Warrant expiry period		3 years

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Line of Credit

9 Months Ended

Sep. 30, 2013

Line Of Credit [Abstract]

Line of Credit

7.     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 5.19% at September 30, 2013). 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.

Amounts outstanding under the Credit Agreement were $5,176,000 at September 30, 2013 and December 31, 2012. These advances will be repaid at various dates between 2014 and 2017. A total of $19,824,000 is available for future borrowings, subject to the terms of the amended agreement. Interest expense of $190,252 and $196,846, exclusive of accretion of the debt discount of $256,519 and $246,614, was recorded for the nine months ended September 30, 2013 and 2012, respectively. The unamortized balance of the debt discount was $912,304 and $1,168,823 at September 30, 2013 and December 31, 2012, 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, 2013) 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
2014	$	340,000
2015		1,106,000
2016		2,130,000
2017		1,600,000
	$	5,176,000

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Inventory (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Inventory Disclosure [Abstract]
Raw materials	$ 2,381,470	$ 2,546,441
Work in process	397,908	882,351
Inventory, gross	2,779,378	3,428,792
Reserve for obsolescence	(120,000)	(120,000)
Inventory, net	$ 2,659,378	$ 3,308,792

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Equity - Summary of stock option activity under stock option plan (Details 3) (Stock options, USD $)		9 Months Ended
	Jun. 14, 2013	Sep. 30, 2013 Stock option plan
Options, Number of Shares
Outstanding at January 1, 2013	925,027	1,086,074
Granted		30,000
Forfeited		(218,154)
Outstanding at September 30, 2013	925,027	897,920
Exercisable at September 30, 2013		428,314
Options, Weighted Average Exercise Price
Outstanding at January 1, 2013		$ 2.74
Granted		$ 0.60
Forfeited		$ 2.27
Outstanding at September 30, 2013		$ 1.60
Exercisable at September 30, 2013		$ 1.78
Options Outstanding, Remaining Contractual Life (in years)		4 years 10 months 24 days
Options Exercisable, Remaining Contractual Life (in years)		3 years 9 months 11 days
Options Outstanding, Aggregate Intrinsic Value
Options Exercisable, Aggregate Intrinsic Value

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Segment Information

9 Months Ended

Sep. 30, 2013

Segment Reporting [Abstract]

Segment Information

10.      Segment Information

Financial information for our segment as of and for the three and nine months ended September 30, 2013 and 2012, is as follows:

	Hospitality			Residential			Corporate			Totals
Three months ended September 30, 2013
Revenue	$	2,764,362		$	223,868		$	-		$	2,988,230
Operating income (loss)	$	153,921		$	(41,477	)	$	(336,399	)	$	(223,955	)
Net income (loss)	$	29,948		$	(41,477	)	$	(336,399	)	$	(347,928	)
Three months ended September 30, 2012
Revenue	$	2,165,599		$	221,615		$	-		$	2,387,214
Operating loss	$	(2,181,514	)	$	(45,306	)	$	(431,648	)	$	(2,658,468	)
Net loss	$	(1,985,025	)	$	(45,306	)	$	(517,155	)	$	(2,547,486	)
Nine months ended September 30, 2013
Revenue	$	6,899,911		$	659,185		$	-		$	7,559,096
Operating loss	$	(717,272	)	$	(242,943	)	$	(1,184,711	)	$	(2,144,926	)
Net loss	$	(1,038,042	)	$	(242,943	)	$	(1,184,711	)	$	(2,465,696	)
Nine months ended September 30, 2012
Revenue	$	5,368,757		$	691,384		$	-		$	6,060,141
Operating loss	$	(4,114,148	)	$	(111,821	)	$	(1,116,572	)	$	(5,342,541	)
Net loss	$	(3,909,414	)	$	(111,821	)	$	(1,365,611	)	$	(5,386,846	)
As of September 30, 2013
Total assets	$	8,563,448		$	206,717		$	82,639		$	8,852,804

Financial information of geographical data by segment as of and for the three and nine months ended September 30, 2013 and 2012, is as follows:

	United States		Canada		Other Foreign		Totals
Three months ended September 30, 2013
Hospitality:
Product and installation	$	1,404,535	$	-	$	-	$	1,404,535
Services		1,234,474		115,081		10,272	$	1,359,827
Residential:
Services		223,868		-		-	$	223,868
Totals	$	2,862,877	$	115,081	$	10,272	$	2,988,230
Three months ended September 30, 2012
Hospitality:
Product and installation	$	1,254,998	$	-	$	-	$	1,254,998
Services		695,502		189,334		25,765	$	910,601
Residential:
Services		221,615		-		-	$	221,615
Totals	$	2,172,115	$	189,334	$	25,765	$	2,387,214
Nine months ended September 30, 2013
Hospitality:
Product and installation	$	2,879,357	$	-	$	-	$	2,879,357
Services		3,476,251		369,187		175,116	$	4,020,554
Residential:
Services		659,185		-		-	$	659,185
Totals	$	7,014,793	$	369,187	$	175,116	$	7,559,096
Nine months ended September 30, 2012
Hospitality:
Product and installation	$	2,954,406	$	-	$	-	$	2,954,406
Services		1,816,736		494,204		103,411	$	2,414,351
Residential:
Services		691,384		-		-	$	691,384
Totals	$	5,462,526	$	494,204	$	103,411	$	6,060,141
As of September 30, 2013
Total assets	$	8,150,455	$	477,861	$	224,488	$	8,852,804

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Notes Payable

9 Months Ended

Sep. 30, 2013

Notes Payable [Abstract]

Notes Payable

6.     Notes Payable

The Company has a note payable with a principal balance of $33,843 at September 30, 2013 versus three notes payable with an aggregate principal balance of $42,761 at December 31, 2012. This note bears interest at 11%, and expires August 1, 2016. Monthly principal and interest payments total $1,163.

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Organization and Significant Accounting Policies

9 Months Ended

Sep. 30, 2013

Business Description and Accounting Policies [Abstract]

Organization and Significant Accounting Policies

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.

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, 2012.

Reclassification: Certain amounts in the 2012 financial statements have been reclassified to conform to the current year presentation.

Going Concern and Management Plans: The Company has experienced recurring losses and negative cash flows from operations. At September 30, 2013, the Company had approximate balances of cash and cash equivalents of $1,790,000, working capital of $290,000, total deficit of $2,480,000 and accumulated deficit of $40,000,000. 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, 2013, the Company has available approximately $19,800,000 under its line of credit, however, as described below, any borrowings under the line of credit could be limited.

As described in Note 7, 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. 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 three months ended September 30, 2013. 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.

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, 2013 and December 31, 2012, the Company recorded an allowance of approximately $253,000 and $229,000, 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.

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, 2013 and December 31, 2012, Hyatt Corporation-controlled properties represented 42% and 49%, respectively of accounts receivable, and other Hyatt properties in the aggregate represented 33% and 29%, respectively, of accounts receivable.

Revenue:  During the three months ended September 30, 2013 and 2012, Hyatt Corporation-controlled properties contributed 29% and 28%, respectively, and other Hyatt properties in the aggregate contributed 56% and 43%, respectively, of Roomlinx’s US Hospitality revenue.  Additionally, one customer contributed 54% to Roomlinx’s Canadian hospitality revenue in 2013 versus contributing 55% in 2012.

During the nine months ended September 30, 2013 and 2012, Hyatt Corporation-controlled properties contributed 25% and 38%, respectively, and other Hyatt properties in the aggregate contributed 55% and 29%, respectively, of Roomlinx’s US Hospitality revenue.  Additionally, one customer contributed 53% to Roomlinx’s Canadian hospitality revenue in 2013 versus contributing 54% in 2012.

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, 2013 and December 31, 2012.

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.

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, Canada, and Other Foreign. As of September 30, 2013 and 2012, Other 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 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 and warrants are not considered in the calculation as the impact of the potential common shares (totaling approximately 2,440,720 and 2,477,541 shares as of September 30, 2013 and September 30, 2012, 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.

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Equity (Detail Textuals 3) (Stock options, USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Stock options
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 369,594	$ 420,679
Fair value of stock options that vested and became exercisable	334,618	24,620
Unrecognized compensation cost	$ 1,100,000
Weighted average future period	3 years

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Notes Payable (Detail Textuals) (USD $)	9 Months Ended	12 Months Ended
	Sep. 30, 2013	Dec. 31, 2012 Note_Payable
Debt Instrument [Line Items]
Number of notes payable		3
Aggregate principal balance of three notes payable	$ 33,843	$ 42,761
Interest rate on notes payable	11.00%	11.00%
Description of principal and interest payment	Monthly
Monthly principal and interest payments	$ 1,163

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Leases Receivable (Tables)

9 Months Ended

Sep. 30, 2013

Receivables [Abstract]

Schedule of future minimum receipts on lease receivables

Twelve Months ended September 30,	Minimum Receipts
2014	$	857,405
2015		650,661
2016		307,957
2017		65,447
	$	1,881,470

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Equity

9 Months Ended

Sep. 30, 2013

Stockholders' Equity Note [Abstract]

Equity

9.     Equity

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, 2013 and December 31, 2012 there were 720,000 shares of Class A Preferred Stock issued and outstanding. Undeclared Class A dividends accumulated and unpaid as of September 30, 2013 and December 31, 2012, were $194,880 and $185,160, respectively; these dividends are not included in accrued expenses.

Common Stock:    The Company has authorized 200,000,000 shares of $0.001 par value common stock. As of September 30, 2013 and December 31, 2012, there were 6,411,413 and 6,405,413 shares of common stock issued and outstanding, respectively.

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 equal annual installments beginning on August 27, 2013 through 2015.

As of July 31, 2013, one of the non-employee directors resigned resulting in the forfeiture of 6,000 restricted shares of common stock. During the nine months ended September 30, 2013, the Company recognized non-employee director compensation cost of $13,118 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, 2013 and December 31, 2012, the Company had 1,542,800 warrants outstanding of which, 902,800 warrants were issued in connection with the line of credit (see Note 7).

During the nine months ended September 30, 2012, 250,000 warrants were granted pursuant to clauses in the Cenfin Credit Agreement. The warrants were issued at an exercise price of $2.00 per share, vested immediately and expire three years from the date of grant. In addition, 640,000 warrants were issued pursuant to clauses in the Stock Purchase Agreement dated May 4, 2012, between the Company and certain investors. These warrants were issued at an exercise price of $3.75 per share, vested immediately and expire three years from the date of grant. No warrants were issued in the nine month period ended September 30, 2013.

The following are assumptions utilized in estimation of the fair value of the warrants issued during the nine month period ended September 30, 2012:

	2012
Term	3 years
Expected volatility	108% - 148%
Risk free interest rate	0.35% - 0.57%
Dividend yield	0%

The following is a summary of such outstanding warrants for the nine month period ended September 30, 2013:

Warrants	Shares Underlying Warrants		Weighted Average Exercise Price		Weighted Remaining Contractual Life (in years)		Aggregate Intrinsic Value
Outstanding at January 1, 2013		1,542,800	$	2.84
Granted and Issued		-		-
Expired/Cancelled		-		-
Outstanding and exercisable at September 30, 2013		1,542,800	$	2.84		1.22	$	-

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, 2013, options to purchase 897,920 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.

Pursuant to the execution of the Hyatt MSA, on March 14, 2012 the board of directors approved the grant of 500,000 stock options (“Hyatt options”) at a strike price of $4.00 per share vesting on a pro rata basis over three years or the acceleration of such vesting rights relative to installation performance metrics at the Hyatt properties as defined by the board of directors, whichever is greater, and expiring 7 years from the date of grant. On December 27, 2012, the board of directors approved re-pricing the Hyatt options from the exercise price of $4.00 per share to $2.10 per share ($0.10 above the closing price per the NASDAQ OTC Bulletin as of that date), resulting in a change to the expected volatility and risk free interest rate as previously reported.

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 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 periods ended September 30, 2013 and September 30, 2012:

	2013	2012
Expected term	7 years	7 years
Expected volatility	213%	218% - 225%
Risk free interest rate	1.28%	1.11% - 1.69%
Dividend yield	0%	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, 2013		1,086,074		$	2.74
Granted		30,000			0.60
Forfeited		(218,154	)		2.27
Outstanding at September 30, 2013		897,920		$	1.60		4.90	$	-
Exercisable at September 30, 2013		428,314		$	1.78		3.78	$	-

The Company recorded stock-based compensation expense of $369,594 and $420,679 for the nine month periods ended September 30, 2013 and 2012, 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, 2013 and 2012 was $334,618 and $24,620 respectively. At September 30, 2013, there was approximately $1,100,000 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, 2013 is presented below:

	Non-vested Shares Underlying Options			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value
Non-vested at January 1, 2013		763,363		$	2.16	$	1.95
Granted		30,000			0.60		0.60
Vested		(151,683	)		1.91		1.82
Forfeited		(172,074	)		2.20		1.96
Non-vested at September 30, 2013		469,606		$	1.43	$	1.33

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Equity (Tables)

9 Months Ended

Sep. 30, 2013

Stockholders' Equity Note [Abstract]

Schedule of estimation of the fair value of the warrants granted

	2012
Term	3 years
Expected volatility	108% - 148%
Risk free interest rate	0.35% - 0.57%
Dividend yield	0%

Schedule of outstanding warrants

Warrants	Shares Underlying Warrants		Weighted Average Exercise Price		Weighted Remaining Contractual Life (in years)		Aggregate Intrinsic Value
Outstanding at January 1, 2013		1,542,800	$	2.84
Granted and Issued		-		-
Expired/Cancelled		-		-
Outstanding and exercisable at September 30, 2013		1,542,800	$	2.84		1.22	$	-

Schedule of fair value assumption in stock based compensation related to stock option

	2013	2012
Expected term	7 years	7 years
Expected volatility	213%	218% - 225%
Risk free interest rate	1.28%	1.11% - 1.69%
Dividend yield	0%	0%

Schedule of stock option activity under the stock option plan

	Number of Shares			Weighted Average Exercise Price		Remaining Contractual  Life (in years)		Aggregate Intrinsic Value
Outstanding at January 1, 2013		1,086,074		$	2.74
Granted		30,000			0.60
Forfeited		(218,154	)		2.27
Outstanding at September 30, 2013		897,920		$	1.60		4.90	$	-
Exercisable at September 30, 2013		428,314		$	1.78		3.78	$	-

Schedule of non-vested options under the company's plan

	Non-vested Shares Underlying Options			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value
Non-vested at January 1, 2013		763,363		$	2.16	$	1.95
Granted		30,000			0.60		0.60
Vested		(151,683	)		1.91		1.82
Forfeited		(172,074	)		2.20		1.96
Non-vested at September 30, 2013		469,606		$	1.43	$	1.33

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Inventory (Tables)

9 Months Ended

Sep. 30, 2013

Inventory Disclosure [Abstract]

Schedule of inventory balances

	2013			2012
Raw materials	$	2,381,470		$	2,546,441
Work in process		397,908			882,351
		2,779,378			3,428,792
Reserve for obsolescence		(120,000	)		(120,000	)
Inventory, net	$	2,659,378		$	3,308,792

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Document and Entity Information	9 Months Ended
	Sep. 30, 2013	Nov. 12, 2013
Document and Entity Information [Abstract]
Entity Registrant Name	ROOMLINX INC
Entity Central Index Key	0001021096
Trading Symbol	rmlx
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		6,411,413
Document Type	10-Q
Document Period End Date	Sep. 30, 2013
Amendment Flag	false
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3

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Line of Credit (Tables)

9 Months Ended

Sep. 30, 2013

Line Of Credit [Abstract]

Schedule of future minimum payments under the line of credit

Twelve Months ended September 30,	Minimum Payments
2014	$	340,000
2015		1,106,000
2016		2,130,000
2017		1,600,000
	$	5,176,000