Troika Media (TRKA) 10-K 30 Aug 16 2015 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2015	Aug. 18, 2016	Jun. 30, 2015
Document And Entity Information
Entity Registrant Name	M2 nGage Group, Inc.
Entity Central Index Key	1,021,096
Document Period End Date	Dec. 31, 2015
Document Type	10-K
Trading Symbol	mtwo
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Voluntary Filers	No
Entity Current Reporting Status	No
Entity Well-Known Seasoned Issuer	No
Entity Filer Category	Accelerated Filer
Entity Public Float			$ 165,109,778
Entity Common Stock, Shares Outstanding		136,019,348
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	FY

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Current assets
Cash	$ 35,570	$ 1,584,541
Accounts receivable, net	232,388	314,941
Prepaid expenses and deferred cost	237,493	180,268
Deferred finance fees - current	208,858
Other current assets	45,613	62,173
Current assets of discontinued operations	9,565,096	3,133,351
Total current assets	10,325,018	5,275,274
Property, equipment and software, net	61,516	10,828
Intangible assets, net	2,004,166	2,104,167
Security deposits	684,179	775,341
Other assets		20,575
Other assets of discontinued operations		5,800,450
Total Assets	13,074,879	13,986,635
Current liabilities
Accounts payable	5,159,171	4,310,346
Current maturities of notes payable, related party	3,160,622	832,030
Accrued expenses	1,455,098	864,368
Notes payable and other obligations, current portion	87,500
Deferred revenue and customer prepayments	825,859	756,052
Other current liabilities	702,283
Current liabilities of discontinued operations	28,892,528	7,803,134
Total current liabilities	40,283,061	14,565,930
Non-current liabilities
Long-term portion of notes payable, related party	1,798,585	2,067,601
Nonconvertible Series A prefered stock, related party		10
Other liabilities of discontinued operations		5,040,948
Total non-current liabilities	1,798,585	7,108,559
Total liabilities	42,081,646	21,674,489
Commitments and contingencies
M2 nGage Group, Inc. stockholders' deficit
Preferred stock, par value
Common stock, par value $0.001 per share, 400,000,000 shares authorized, 136,019,348 and 115,282,137 shares issued and outstanding at December 31, 2015, and 2014, respectively	136,018	115,282
Additional paid-in capital	105,353,800	45,179,249
Accumulated deficit	(134,629,262)	(52,982,385)
Accumulated other comprehensive loss	(3,556)
Total M2 nGage Group, Inc. stockholders' deficit	(28,999,000)	(7,687,854)
Non-controlling interest - discontinued operations	(7,767)
Total deficit	(29,006,767)	(7,687,854)
Total Liabilities and Deficit	13,074,879	13,986,635
Class A Preferred Stock
M2 nGage Group, Inc. stockholders' deficit
Preferred stock, par value	144,000
Series A Preferred stock
M2 nGage Group, Inc. stockholders' deficit
Preferred stock, par value
Total deficit
Series B Preferred stock
M2 nGage Group, Inc. stockholders' deficit
Preferred stock, par value
Total deficit

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Preferred stock, par value	$ 0.20	$ 0.20
Preferred stock, shares authorized	5,000,000	5,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	136,019,348	115,282,137
Common stock, shares outstanding	136,019,348	115,282,137
Class A Preferred Stock
Preferred stock, shares authorized	720,000	0
Preferred stock, shares issued	720,000	0
Preferred stock, shares outstanding	720,000	0
Preferred stock, liquidation preference	$ 144,000	$ 0
Class A Preferred Stock
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares outstanding	0	1,010
Preferred stock, designated	0	1,010
Series A Preferred stock
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares issued	0	1,000
Preferred stock, shares outstanding	0	1,000
Preferred stock, designated	1,000	1,000
Series B Preferred stock
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares issued	0	10
Preferred stock, shares outstanding	0	10
Preferred stock, designated	10	10

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Consolidated Statements Of Operations And Comprehensive Loss
Revenues	$ 10,610,520	$ 11,294,276
Cost of sales, excluding depreciation and amortization which is included in selling, general and administrative expense	6,933,066	8,053,486
Gross margin	3,677,454	3,240,790
Operating Expenses
Selling, general and administrative expense	29,070,604	10,417,592
Total operating Expenses	29,070,604	10,417,592
Operating loss	(25,393,150)	(7,176,802)
Other expense
Interest expense, net	(982,252)	(896,298)
Other (expense) income, net	(14,776)	(97,686)
Total other expense	(997,028)	(993,984)
Loss from continuing operations before income taxes	(26,390,178)	(8,170,786)
Income tax expense (benefit)
Loss from continuing operations	(26,390,178)	(8,170,786)
Loss from discontinued operations, net of tax	(55,089,466)	(3,825,760)
Net loss	(81,479,644)	(11,996,546)
Less: Net loss attributable to non-controlling interest - discontinued operations	7,767
Net loss attributable to M2 nGage Group, Inc.	(81,471,877)	(11,996,546)
Less: Dividends on preferred stock	(175,000)	(600,000)
Net loss attributable to M2 nGage Group, Inc. common shareholders	(81,646,877)	(12,596,546)
Other comprehensive loss
Net loss	(81,479,644)	(11,996,546)
Currency translation loss	(3,556)
Comprehensive loss	(81,483,200)	(11,996,546)
Comprehensive loss attributable to non-controlling - discontinued operations	(11,323)
Comprehensive loss attributable to M2 nGage Group, Inc. common shareholders	$ (81,471,877)	$ (11,996,546)
Loss per share
Basic and diluted loss per common share from Continuing operations, attributable to M2 nGage Group, Inc. commons shareholders	$ (0.20)	$ (0.08)
Basic and diluted loss per common share from Discontinued operations, attributable to M2 nGage Group, Inc. commons shareholders	(0.42)	(0.03)
Net loss attributable to M2 nGage Group, Inc. common shareholders	$ (0.62)	$ (0.11)
Weighted average number of common shares outstanding
Basic and diluted	130,771,837	113,136,711

Consolidated Statements of Chan

Consolidated Statements of Changes in Equity - USD ($)	Class A Preferred Stock	Series A Preferred stock	Series B Preferred stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Non-controlling Interest [Member]	Total
Beginning balance, Shares at Dec. 31, 2013		1,000	10	109,156,213
Beginning balance, Amount at Dec. 31, 2013				$ 109,157	$ 26,701,156	$ (40,385,839)			$ (13,575,526)
Contributed capital from a principal shareholder					7,826,753				7,826,753
Issuance of common stock for conversion of the Robert DePalo Special Opportunity Fund, related party, shares				2,544,268
Issuance of common stock for conversion of the Robert DePalo Special Opportunity Fund, related party amount				$ 2,544	3,050,577				3,053,121
Issuance of common stock for conversion of the Brookville Special Purpose Fund, related party, shares				2,065,606
Issuance of common stock for conversion of the Brookville Special Purpose Fund, related party amount				$ 2,065	3,096,351				3,098,416
Issuance of common stock for conversion of the Veritas High Yield Fund, related party, shares				516,050
Issuance of common stock for conversion of the Veritas High Yield Fund, related party amount				$ 516	773,557				774,073
Common stock issued in connection with the acquisition of Incubite, shares				1,000,000
Common stock issued in connection with the acquisition of Incubite, amount				1,000	1,799,000				1,800,000
Stock based compensation					1,931,855				1,931,855
Preferred stock dividends						(600,000)			(600,000)
Net loss						(11,996,546)			(11,996,546)
Ending balance, Shares at Dec. 31, 2014		1,000	10	115,282,137
Ending balance, Amount at Dec. 31, 2014				$ 115,282	45,179,249	(52,982,385)			(7,687,854)
Contributed capital from a principal shareholder									615,004
Shares retained by Roomlinx' shareholders in connection with the shares exchange merger transaction, Shares	720,000			19,758,619
Shares retained by Roomlinx' shareholders in connection with the shares exchange merger transaction, Amount	$ 144,000			$ 19,758	35,545,756				35,709,514
Stock based compensation					21,596,317				21,596,317
Preferred stock dividends of Series A						(175,000)			(175,000)
Warrants issued to lenders					2,419,539				2,419,539
Foreign currency translation loss							(3,556)		(3,556)
Buyback and cancellation of Series A Preferred Stock, shares		(1,000)
Buyback and cancellation of Series A Preferred Stock, Amount					(2,100,042)				(2,100,042)
Cancellation of Series B Preferred Stock, shares			(10)
Cancellation of Series B Preferred Stock, Amount					10				10
Sale of common stock, shares				916,665
Sale of common stock, Amount				$ 916	1,631,043				1,631,959
Shares issued related to settlement, shares				61,927
Shares issued related to settlement, amount				$ 62	111,407				111,469
Contributed capital from a shareholder					615,004				615,004
Warrants issued for marketing servies					355,517				355,517
Net loss						(81,471,877)		(7,767)	(81,479,644)
Ending balance, Shares at Dec. 31, 2015	720,000			136,019,348
Ending balance, Amount at Dec. 31, 2015	$ 144,000			$ 136,018	$ 105,353,800	$ (134,629,262)	$ (3,556)	$ (7,767)	$ (29,006,767)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Cash flow from operating activities:
Net loss	$ (81,479,644)	$ (11,996,546)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	3,622	49,472
Amortization of debt discount and deferred financing costs	457,325	175,408
Amortization of intangible asset	100,000	100,000
Bad debt expense, net of recovery	59,440	101,680
Stock-based compensation	21,596,317	1,931,855
Non-cash expenses	15,469
Stock issued for settlement expense	111,469
Loss from discontinued operations	55,089,466	3,825,760
Change in operating assets and liabilities:
Decrease (increase) in accounts receivable	23,113	(131,365)
Increase in prepaid expenses and other current assets	(40,665)	(1,150)
Increase in other assets	(643,211)	(33,466)
Increase in accounts payable and accrued expenses	1,360,290	400,609
Increase in deferred revenue and customer prepayments	69,807	301,476
Cash used in discontinued operations, net	(1,324,000)	(4,930,509)
Net cash used in operating activities:	(4,601,202)	(10,206,776)
Cash flows from investing activities:
Purchase of machinery and equipment		(8,990)
Cash provided by (used) in investing activities of discontinued operations, net	812,756	(169,255)
Net cash provided by (used in) investing activities	812,756	(178,245)
Cash flows from financing activities:
Proceeds from issuance of common Stock	1,631,959
Contributed capital from principal Shareholder	615,004	7,826,753
Payment of related party loans	(790,980)	(78,044)
Proceeds from notes payable - related party	760,000	(644,220)
Proceeds from notes payable, net	789,783
Proceeds from (repayment of) capital lease transactions, net		(17,643)
Payment of Series A preferred stock dividend	(175,000)	(625,000)
Cash used in financing activities of discontinued operations, net	(587,735)	5,472,630
Net cash provided by financing activities	2,243,031	11,934,476
Effect of foreign exchange fluctuation in cash	(3,556)
Net (decrease) increase in cash	(1,548,971)	1,549,455
Cash, beginning of period	1,584,541	35,086
Cash, end of period	35,570	1,584,541
Supplementary disclosure of of cash flow information
Cash paid during the period for Interest	1,338,638	866,763
Cash paid during the period for Income taxes
Supplemental disclosure of non-cash investing and financing activities:
Commons stock issued in connection with the merger	35,565,514
Common stock issued in connection with the acquisition of Incubite		1,800,000
Fixed assets purchased under capital lease obligation	59,925	88,000
Equipment purchased under financed lease payable for resale		33,551
Repayment of capital leases payable made by customer	166,320	190,697
Conversion of the Robert DePalo Special Opportunity Fund debt into equity		3,053,121
Conversion of the Brookville Special Purpose fund debt into equity		3,098,416
Conversion of the Veritas High Yield Fund debt into equity		774,073
Software development capitalized cost against accounts payable balance	33,858	42,820
Equipment purchased against accounts payable balance	10,636
Accounts receivable and capital lease obligation for finance transactions		215,670
Equipment purchased for resale and deferred costs incurred against accounts payable balance	1,947,102	953,730
Class A Preferred Stock assumed in connection with the reverse acquisition	144,000
Repayment of notes payable made directly by customer	995,753	466,866
Warrants issued to lenders	2,419,539
Warrants issued for marketing services	355,517
Software development costs reclassified into fixed assets	483,276
Buyback and termination of preferred stock series A and B	2,100,032
Capital leases converted to as notes payable	$ 4,946,213

Organization

Organization	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 1. Organization	Description of Business – Merger - SPHC is comprised of its wholly owned subsidiaries; M2 nGage Communications, Inc. (formerly Signal Point Telecommunication Corp) ("M2 Communications" or "SPTC"), M2 nGage, Inc. (formerly SignalShare Software Development Corp.) ("M2 nGage" or "SignalShare Software"), SignalShare LLC ("SignalShare") and Signal Point Corp. ("SPC") (see "discontinued operations" Note 6 related to SignalShare and SPC) SignalShare Infrastructure, Inc. ("SSI") is comprised of its wholly owned subsidiaries Canadian Communications LLC ("CCL"), Cardinal Connect, LLC ("Connect"), Cardinal Broadband, LLC ("CBL"), and Arista Communications, LLC ("Arista"), a 50% owned subsidiary controlled by SSI and Cardinal Hospitality, Ltd. ("CHL") (see "discontinued operations" Note 6). On July 28, 2016, the Company changed its name from Roomlinx, Inc to M2 nGage Group, Inc. and subsequently changed the names of its two operating subsidiaries to reflect the new branding of the Company. Signal Point Telecommunications Corp. was changed to M2 nGage Communications, Inc. and SignalShare Software Development Corp. was changed to M2 nGage, Inc. In addition, the corporate structure was changed to realign the businesses pursuant to a settlement agreement related to a related party note payable (see note 8). The M2 Communications and M2 nGage subsidiaries of SPHC were transferred to a new holding company, Digital Media Acquisition Group Corp. (DMAG), and DMAG is the 100% shareholder of both subsidiaries. The Company is the sole owner of DMAG. The Company is registered to transact businesses within various states throughout the United States.

Reverse Acquisition

Reverse Acquisition	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 2. Reverse Acquisition	On March 27, 2015, the Company entered into and completed a Subsidiary Merger Agreement ("SMA") (more fully discussed in note 13) with SPHC (a private company). Upon closing of the transaction, SPHC's Shareholders transferred their 100% ownership in SPHC's common stock and Series A Preferred Stock in exchange for an aggregate of 115,282,137 shares of the common stock of RMLX (approximately 85.4% of voting control of the Company) on a one-to-one basis plus the assumption of the Class A Preferred Stock of RMLX. As part of the agreement, RMLX's existing shareholders retained 19,758,619 shares of the Company's Common Stock and 720,000 shares of class A Preferred Stock (representing approximately 14.6% of voting control of RMLX upon consummation of the reverse acquisition) in exchange for 100% of SPHC common stock and Series A Preferred Stock. For financial accounting purposes, this transaction was treated as a reverse acquisition by SPHC, and resulted in a recapitalization with SPHC being the accounting acquirer and RMLX as the acquired company. The consummation of this reverse acquisition resulted in a change of control. Accordingly, the historical financial statements prior to the acquisition are those of the accounting acquirer, SPHC, and have been prepared to give retroactive effect to the reverse acquisition completed on March 27, 2015, and represent the operations of SPHC. The consolidated financial statements after the acquisition date, March 27, 2015 include the balance sheets of both companies at historical cost, the historical results of SPHC and the results of the Company from the acquisition date. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively restated to reflect the recapitalization. The following table summarizes the assets acquired and liabilities assumed from the reverse acquisition transaction: Property and equipment $ 78,807 Cash in bank 812,756 Account receivable 856,282 Leases receivable 575,471 Prepaid expenses 151,604 Inventory 129,665 Other assets 83,215 Current liabilities (5,922,133 ) Debt (3,640,839 ) Liabilities of discontinued operations (117,573 ) Other liabilities (144,807 ) Class A preferred stock (144,000 ) Goodwill 42,847,066 Total $ 35,565,514 The fair value of the consideration effectively transferred by SPHC and the group's interest in RMLX is $35,565,514 (19,758,619 shares), the remaining 14.6% of ownership with a per share fair value of $1.80). Management of the Company followed the guidance of the reverse acquisitions on fair value of the consideration transferred pursuant to ASC 805-40-55-9 to 55-12 and concluded that SPHC's per share fair value of $1.80 is deemed the most reliable measure.

Going Concern Matters

Going Concern Matters	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 3. Going Concern Matters	At December 31, 2015, the Company had $35,570 in cash on hand, had incurred a net loss of approximately $81.5 million (including the impairment of goodwill of approximately $47 million) and net cash used of approximately $4.6 million in operating activities for the year ended December 31, 2015. In addition, the Company had negative working capital (current liabilities exceeded current asset) of approximately $30.0 million. The negative working capital was primarily comprised of approximately $5.2 million of accounts payable, approximately $2.3 million of accrued expenses, deferred revenue and customer prepayment, approximately $3.2 million of debt and approximately $19.3 million of working capital deficit of discontinued operations that is substantially all related to debt and accounts payable. The Company's cash balance and revenues generated are not currently sufficient and cannot be projected to cover its operating expenses for the next twelve months from the date of this report. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans include attempting to improve its business profitability, its ability to generate sufficient cash flow from its operations to meet its operating needs on a timely basis, obtain additional working capital funds through equity and debt financing arrangements, and restructure on-going operations to eliminate inefficiencies to raise cash balance in order to meet its anticipated cash requirements for the next twelve months from the date of this report. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company's ongoing capital expenditures, working capital, and other requirements. Management intends to make every effort to identify and develop sources of funds. The outcome of these matters cannot be predicted at this time. There can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at all. The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital and achieve profitable operations. The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies and Principles of Consolidation	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 4. Summary of Significant Accounting Policies and Principles of Consolidation	Basis of Consolidation - Discontinued Operations Effective May 1, 2016, the stock of CBL (including its 50% interest in Arista) were sold. Meeting the definition under applicable accounting standards of a discontinued operation, all periods presented have been reclassified to present these operations as discontinued operations. Financial information in the consolidated financial statements and related notes have also been revised to reflect the results of the discontinued operations for all periods presented (See Note 6). During January 2016, the Company closed down the operations of SignalShare. This decision was made as a result of a continuing decline in revenue and increasing costs. As a result of the decision to shut down SignalShare, all applicable employees were terminated. On July 5, 2016, SignalShare filed for bankruptcy voluntarily pursuant to Chapter 7 of the Bankruptcy Code. Accordingly, SignalShare has been classified as discontinued operations in all periods presented. Financial information in the consolidated financial statements and related notes have also been revised to reflect the results of the discontinued operations for all periods presented (See Note 6). During the year ended December 31, 2013, SPHC closed down the operations of SPC. This decision was made as a result of a continuing decline in revenues, increasing costs and Federal and state regulatory environment that continued to pressure margins in the SPC businesses. As a result of the decision to shut down SPC, all applicable employees were terminated, as were leases for facilities and office space. Meeting the definition under applicable accounting standards of a discontinued operation, all periods presented have been reclassified to present these operations as discontinued operations. Financial information in the consolidated financial statements and related notes have also been revised to reflect the results of the discontinued operations for all periods presented (See Note 6). SPC operated in the communications services industry providing voice, data, and Internet services through residential and commercial telephone service, Voice over Internet Protocol ("VoIP") enabled services, prepaid and post-paid calling cards, conference calling, and wholesale carrier terminations. It was a registered and certified competitive local exchange carrier ("CLEC") providing local exchange services primarily in the New England region, and was also a licensed and registered interexchange carrier ("IXC") or "long distance" carrier, providing domestic and international long distance services. SPC marketed its services to customers either directly or through reseller channels. During the year ended December 31, 2013, SSI terminated all hotel contracts serviced by Cardinal Hospitality, Ltd. (see Note 6) meeting the definition under applicable accounting standards for discontinued operations. The liabilities assumed in connection with the reverse acquisition included $114,012 related to Cardinal Hospitality, Ltd., which has been included in the accompanying consolidated balance sheet as of December 31, 2015 under the line item of "Current liabilities of discontinued operations". Use of estimates - Cash and Cash Equivalents - Accounts Receivable and Allowance for Doubtful Accounts - Property, equipment, and software Telephone equipment 5 – 9.5 years Machinery and equipment 3 – 10 years Furniture and fixtures 5 – 7 years Vehicles 4 – 5 years Leasehold improvements 3 years Computer software 3 years Leasehold improvements are depreciated over the shorter of their estimated useful lives or their reasonably assured lease terms. Major improvements that extend the useful life or add functionality to property are capitalized. Expenditures for repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in the consolidated statements of operations. The Company performs periodic internal reviews to determine depreciable lives of its property, equipment and software based on input from Company personnel, actual usage and the physical condition of the Company's property, equipment and software. Accounts Payable Claims and Disputes - Revenue Recognition – Monthly recurring fees include the fees billed by M2 Communications's network and carrier services customers for lines in service and additional features on those lines. M2 Communications primarily bills monthly recurring fees in advance, and recognizes the fees in the period in which the service is provided. Usage-based fees consist of fees billed by M2 communications' network and carrier services customers for each call made. These fees are billed in arrears and recognized in the period in which the service is provided. Subscriber fees include monthly recurring fees billed by M2 communications' end-user subscribers for lines in service, additional features on those lines, and usage-based per-call and per-minute fees. Subscriber fees also consist of provision of access to data, wireless, and VoIP services. These fees are billed in advance for monthly recurring items and in arrears for usage-based items, and revenues are recognized in the period in which service is provided. Deferred Revenue and Customer Prepayments - Advertising Costs - Prepaid Expenses and Other Current Assets - Cost of sales - Judgment is required in estimating the ultimate outcome of the dispute resolution process, as well as any other amounts that may be incurred to conclude the negotiations or settle any litigation. Actual results may differ from estimates and such differences could be material. Selling, General and Administrative Expenses - Concentration of Credit Risk - Concentrations Goodwill - The Company assesses the carrying value of its goodwill at December 31 of each fiscal year. In accordance with the Intangibles - Goodwill and Other Topic, goodwill of a reporting unit will also be tested for impairment between annual tests if a triggering event occurs, as defined by the "Intangibles – Goodwill and Other Topic," that could potentially reduce the fair value of the reporting unit below its carrying value. Testing for impairment of goodwill per US GAAP follows a two-step impairment test model and, an additional, initial qualitative assessment related to goodwill impairment. In accordance with the relevant accounting standards, the Company has chosen not to implement this initial qualitative assessment in making its impairment decision with respect to goodwill recorded in its accounts and has proceeded directly to step 1 as explained below: Step 1. The carrying amount of the asset is compared with the undiscounted cash flows it is expected to generate. If the carrying amount is lower than the undiscounted cash flows, no impairment loss is recognized and Step 2 is not necessary. If the carrying amount is higher than the undiscounted cash flows, then Step 2 quantifies the impairment loss. Step 2. An impairment loss is measured as the difference between the carrying amount and fair value. Fair value is defined as the price that would be received to sell an asset or that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company determined that at March 31, 2015, the goodwill created through the Company's reverse acquisition in connection with the SMA could not be supported through the projected future cash flows of the Company. Accordingly, the Company determined that the goodwill arising from the March 27, 2015 reverse acquisition transaction was impaired and an impairment charge of $42,847,066 was included in the loss from discontinued operations during the year ended December 31, 2015. In addition, The Company determined that at December 31, 2015, the goodwill remaining on its books from the 2013 acquisition of SignalShare could not be supported through the projected future cash flows of the Company due to the operations being discontinued in January 2016. Accordingly, the Company determined that the goodwill was impaired and an impairment charge of $4,121,284 was included in the loss from discontinued operations during the year ended December 31, 2015. Impairment of Long Lived Assets Deferred finance fees - current - Other Assets - Fair Value of Financial Instruments - Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2 - Inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3 - Inputs are unobservable inputs which reflect the reporting entity's own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, prepaid expenses, other current assets, accounts payable, accrued expenses, loans payable, deferred revenue and other current liabilities approximate their fair market value based on the short term maturity of these instruments. ASC 825-10 "Financial Instruments," allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding financial instruments. Foreign Currency Translation and Comprehensive Income (Loss) - Foreign currency gains and losses from transactions denominated in other than respective local currencies are included in other income (expense) in the consolidated statements of operations and comprehensive loss. Earnings Per Share - Income Taxes - The Company applied the provisions of ASC 740-10-50, "Accounting for Uncertainty in Income Taxes," which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our consolidated financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company's liability for income taxes. Any such adjustment could be material to the Company's results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of December 31, 2015, the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future. Legal and Contingency Reserves Recent Accounting Pronouncements ASU 2016-01 In January 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) 2016-01, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this guidance. ASU 2015-17 In November 2015, the FASB issued (ASU) 2015-17, Balance Sheet Classification of Deferred Taxes. Currently deferred taxes for each tax jurisdiction are presented as a net current asset or liability and net noncurrent asset or liability on the balance sheet. To simplify the presentation, the new guidance requires that deferred tax liabilities and assets for all jurisdictions along with any related valuation allowances be classified as noncurrent in a classified statement of financial position. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016, and early adoption is permitted. The Company has adopted this guidance in the fourth quarter of the year ended December 31, 2015 on a retrospective basis. The adoption of this guidance did not have a material impact on the Company's financial position, results of operations or cash flows, and did not have any effect on prior periods due to the full valuation allowance against the Company's net deferred tax assets. ASU 2015-16 In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement – Period Adjustments. Changes to the accounting for measurement-period adjustments relate to business combinations. Currently, an acquiring entity is required to retrospectively adjust the balance sheet amounts of the acquiree recognized at the acquisition date with a corresponding adjustment to goodwill as a result of changes made to the balance sheet amounts of the acquiree. The measurement period is the period after the acquisition date during which the acquirer may adjust the balance sheet amounts recognized for a business combination (generally up to one year from the date of acquisition). The changes eliminate the requirement to make such retrospective adjustments, and, instead require the acquiring entity to record these adjustments in the reporting period they are determined. The new standard is effective for both public and private companies for periods beginning after December 15, 2015. Adoption of this new standard is not expected to have a material impact on the Company's consolidated financial statements. ASU 2015-15 In August 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-15, "Interest - Imputation of Interest (Subtopic 835-30)." ASU 2015-15 provides guidance as to the presentation and subsequent measurement of debt issuance costs associated with line of credit arrangements. We do not expect the adoption of ASU 2015-15 to have a material effect on our financial position, results of operations or cash flows. ASU 2015-14 In August 2015, the FASB issued ASU No. 2015-14, Revenue From Contracts With Customers (Topic 606)." The amendments in this ASU defer the effective date of ASU 2014-09. Public business entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. We are still evaluating the effect of the adoption of ASU 2014-09. ASU 2015-11 In July 2015, the FASB issued ASU No. 2015-11, "Simplifying the Measurement of Inventory (Topic 330)." ASU 2015-11 simplifies the accounting for the valuation of all inventory not accounted for using the last-in, first-out ("LIFO") method by prescribing that inventory be valued at the lower of cost and net realizable value. ASU 2015-11 is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016 on a prospective basis. We do not expect the adoption of ASU 2015-11 to have a material effect on our financial position, results of operations or cash flows. ASU 2015-05 In April 2015, the FASB issued ASU 2015-05, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40)." ASU 2015-05 provides guidance regarding the accounting for a customer's fees paid in a cloud computing arrangement; specifically about whether a cloud computing arrangement includes a software license, and if so, how to account for the software license. ASU 2015-05 is effective for public companies' annual periods, including interim periods within those fiscal years, beginning after December 15, 2015 on either a prospective or retrospective basis. Early adoption is permitted. We do not expect the adoption of ASU 2015-05 to have a material effect on our financial position, results of operations or cash flows. ASU 2015-03 In April 2015, the FASB issued ASU No. 2015-03, "Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs." The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments are effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The amendments are to be applied on a retrospective basis, wherein the balance sheet of each individual period presented is adjusted to reflect the period-specific effects of applying the new guidance. We have adopted ASU 2015-03 on January 1, 2016. There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows.

Acquisitions

Acquisitions	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 5. Acquisitions	Acquisition of Assets of Incubite, Inc. – SPHC paid consideration to the members of Incubite of $1,800,000 comprised of 1,000,000 shares of Common Stock of SPHC issued to the Incubite Members at the Closing. The following table summarizes the recognized amounts of assets acquired. Identifiable intangible assets. $ 1,800,000 Total consideration $ 1,800,000

The Shutdown of SPC, CHL, Signa

The Shutdown of SPC, CHL, SignalShare, CBL and SSI and their Presentation as Discontinued Operations	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 6. The Shutdown of SPC, CHL, SignalShare, CBL and SSI and their Presentation as Discontinued Operations	Shutdown of SPC On June 30, 2013, SPHC closed down the operations of SPC. This decision was made as a result of a continuing decline in revenues, increasing costs and Federal and state regulatory environment that continued to pressure margins in the SPC businesses. As a result of the decision to shut down SPC, all applicable employees were terminated, as were leases for facilities and office space. Shutdown of CHL On December 20, 2013, SSI closed down the operations of CHL. This decision was made as a result of a continuing decline in revenues and SSI's decision to not invest in upgrading old technology and the hotels not willing to purchase newer technology. Shutdown of SignalShare During January 2016, the Company closed down the operations of SignalShare. This decision was made as a result of a continuing decline in revenue and increasing costs. On July 5, 2016, SignalShare filed for voluntary bankruptcy pursuant to Chapter 7 of the Bankruptcy Code. Sale of CBL Effective May 1, 2016, the stock of CBL (including its 50% interest in Arista) were sold to an unaffiliated third party. Shutdown of SSI On May 3, 2016 Cenfin, the senior secured lender of SSI, sold all right, title and interest in substantially all personal property of SSI to the highest qualified bidder at a public auction pursuant to Article 9 of the Uniform Commercial Code. There was one bidder and the transaction closed on May 11, 2016 and all employees of SSI were terminated and the operations of SSI ceased. Discontinued Operations Presentation As disclosed above, SPC was closed on June 30, 2013 and all operations at that subsidiary ceased, CHL was closed on December 20, 2013 and all operations at that subsidiary ceased. SignalShare was closed in January 2016 and filed for bankruptcy on July 5, 2016 and all operations at that subsidiary ceased. CBL was sold on May 1, 2016 and all operations at that subsidiary ceased. SSI was closed on May 11, 2016 and all operations at that subsidiary ceased. Therefore, at December 31, 2015 and 2014, these subsidiaries are presented in the consolidated financial statements as discontinued operations and their financial results are summarized as one-line items in the consolidated financial statements. The primary components of the amounts reported as discontinued operations are summarized in the following table: Loss from Discontinued Operations For the years ended December 31, 2015 2014 Revenues $ 8,378,753 $ 5,630,918 Cost of sales 7,880,958 5,708,659 Gross profit 497,795 (77,741 ) Selling, general and administrative expenses 5,923,213 3,357,619 Impairment of goodwill 46,968,350 - Other expenses. (2,845,104 ) (526,710 ) Other income. 149,406 136,310 Loss from discontinued operations before income taxes (55,089,466 ) (3,825,760 ) Income taxes. - - Loss from discontinued operations, net of tax. $ (55,089,466 ) $ (3,825,760 ) Assets and Liabilities of Discontinued Operations Balance at December 31, 2015 2014 Assets Cash $ 267,952 $ 926,258 Accounts receivable, net 2,230,635 736,321 Leases receivable, current portion 250,464 - Prepaid expenses and deferred cost 1,431,550 401,250 Equipment Purchased for Sale 2,058,396 1,069,522 Security Deposits 345,261 - Property, plant and equipment held for sale 867,280 - Other current assets 2,113,558 - Total current assets of discontinued operations 9,565,096 3,133,351 Property, plant and equipment, net - 435,428 Goodwill - 4,121,284 Security Deposits - 255,795 Other assets - 987,943 Total assets of discontinued operations $ 9,565,096 $ 8,933,801 Liabilities Accounts payable and accrued expenses $ 13,808,274 $ 5,377,354 Line of credit, net of discount, current portion 3,240,161 - Capital leases payable 2,580,700 2,425,043 Customer deposits 1,767,761 - Note payable and other obligations, current portion 4,943,782 - Deferred revenue and Customer Prepayments 2,551,850 737 Total current liabilities of discontinued operations 28,892,528 7,803,134 Non-current lease obligations - 5,040,948 Total liabilities of discontinued operations $ 28,892,528 $ 12,844,082 Summary of Significant Accounting Policies Related to Discontinued Operations Accounts Receivable and Allowance for Doubtful Accounts in discontinued operations - The Company extended credit to certain customers in the normal course of business, based upon credit evaluations, primarily with 30 – 60 day terms. The Company's reserve requirements are based on the best facts available to the Company and are reevaluated and adjusted as additional information is received. The Company's reserves are also based on amounts determined by using percentages applied to certain aged receivable categories. These percentages are determined by a variety of factors including, but not limited to, current economic trends, historical payment and bad debt write-off experience. Accounts are written off when they are deemed uncollectible. Further, during 2014, SignalShare entered into an agreement with one of its customers, whereby the collections would be made in 36 monthly installments. As of December 31, 2015 and 2014, $167,820 and $167,820 and $69,925 and $335,640 were accounted as "Accounts Receivable Short Term Direct" and "Accounts Receivable Long Term Direct" which were included in "Accounts receivable, net" and "Other current assets", respectively, in the accompanying consolidated balance sheets as current assets of discontinued operations and as presented above, "Assets and Liabilities of Discontinued Operations". The Company evaluated outstanding customer invoices for collectability. The assessment and related estimates are based on current credit-worthiness and payment history. As of December 31, 2015 and 2014, the Company recorded an allowance for doubtful accounts in the amount of approximately $80,000 and $-0-, respectively. Inventory in discontinued operations - 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 December 31, 2015 and 2014, the inventory obsolescence reserve of approximately $113,000 and $-0-, respectively, was mainly related to raw materials, and results in a new cost basis for accounting purposes. Inventory balances are recorded in other current assets in the assets of discontinued operations Leases Receivable Software Development in discontinued operations- Accounts Payable Claims and Disputes- Revenue Recognition of discontinued operations- SignalShare product sales are only recognized as revenue at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery or service is completed, no other significant obligations of the Company exist and collectability is reasonably assured. SignalShare also recognizes revenue on the basis of the milestone method for revenue recognition for services delivered related to the installation of temporary or permanent wireless Internet solutions as per the contract arrangement and when the performance and acceptance criteria have been met and agreed to by the customer. Revenue arises from setting up a Wi-Fi network for an event, an equipment sales contract, an equipment rental contract, consulting services and support and maintenance contracts. The table below describes the accounting for the various components of SignalShare's revenues. Product Recognition Policy Event Services (Setting up a Wi-Fi network) Workshops and Workshop Certificates Deferred and recognized upon the completion of the event Equipment sales Recognized at the time delivered and installed at the customer location Equipment rental contract Deferred and recognized as services are delivered, or on a straight-line basis over the initial term of the rental contract Consulting services (on Wi-Fi networks, installation, maintenance) Recognized as services are delivered Support and Maintenance contract Deferred and recognized on a straight-line basis over the term of the arrangement SSI derives its revenue from the installation and ongoing services of in-room media, entertainment, and HD television programming solutions in addition to wired networking solutions and WiFi 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 and; 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 650, Multiple Deliverable Revenue. The application of ASC Topic 650 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 SSI has with its customers. SSI enters into contractual arrangements to provide multiple deliverables which may include some or all of the following - system 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 SSI 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, we determine the relative fair value of each element under the concept of Relative Selling Price ("RSP") for which SSI applied the hierarchy of selling price under ASC Topic 605 as follows: VSOE - Vendor specific objective evidence ("VSOE") 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 ("TPE") 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 - RSP 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, SSI may provide the customer with a lease financing arrangement provided the customer has demonstrated its credit worthiness to the satisfaction of SSI. 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 SSI provides ongoing 24/7 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. At times, SSI entered into arrangements with its customers in which a minimum revenue amount earned from content in a specific hotel will be agreed to by both parties. If the revenue earned by the Company exceeds this minimum revenue amount for a defined period ("Revenue Overage"), SSI may be required to pay to the customer an amount up to the Revenue Overage. The related Revenue Overage amount is recorded as a reduction of the hospitality services revenue. 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. SSI's policy prohibits the issuance of customer credits during the month of cancelation. SSI earns residuals as a percent 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. The Company recognizes revenue in accordance with accounting principles generally accepted in the United States ("US GAAP"), specifically Accounting Standards Codification ("ASC") 605 "Revenue Recognition," which requires satisfaction of the following four basic criteria before revenue can be recognized: a. There is persuasive evidence that an arrangement exists; b. Delivery has occurred or services have been rendered; c. The fee is fixed and determinable; and d. Collectability is reasonably assured. The Company bases its determination of the third and fourth criteria above on the Company's judgment regarding the fixed nature of the fee it has charged for the services rendered and products delivered, and the prospects that those fees will be collected. If changes in conditions should cause it to determine that these criteria likely will not be met for some future transactions, revenue recognized for any reporting period could be materially adversely affected. Company management continually reviews and evaluates the collectability of revenues. For further information, please see "Accounts Receivable and Allowance for Doubtful Accounts." The Company's management makes estimates of future customer credits and settlements due to various disputes on pricing and other terms of the contracts, through the analysis of historical trends and known events. Provisions for customer credits and settlements are recorded as a reduction of revenue when incurred and estimable. Since any revenue allowances are recorded as an offset to revenue, any future increases or decreases in the allowances will positively or negatively affect revenue by the same amount. Deferred Revenue and Customer Prepayments of discontinued operations- Leases Receivable of discontinued operations- Future minimum receipts on leases receivable are as follows: Years Ended December 31, Minimum Receipts 2016 $ 250,464 2017 19,050 $ 269,514 Property, Plant and Equipment of discontinued operations, net: Property, equipment and equipment consist of the following: Balance at December 31, 2015 2014 Property, Plant and Equipment Machinery and equipment $ 1,402,263 $ 511,224 Furniture, fixtures and equipment 632,530 3,934 Software. 762,779 127,060 Total property, equipment and software 2,797,572 642,218 Less: accumulated depreciation (1,930,292 ) (206,790 ) Property, plant and equipment, net $ 867,280 $ 435,428 During 2014, the Company sold certain assets held for resale for total proceeds of $45,000. The Company recognized a gain of $44,250 on the sale related to this transaction. In addition, during 2014, management evaluated the carrying value of assets held for resale and recorded a write off of $102,238. Accordingly, the Company recognized $57,988 as loss on sales of assets, net for the year ended December 31, 2014. Capital Lease Obligations of discontinued operations: The Company had several capital lease obligations. Property under those capital lease obligations (included in property, equipment and software as per above) at December 31, 2015 and 2014 consist of the following: December 2015 2014 Capital Lease Property Machinery & equipment $ 550,278 $ 564,228 Software 125,587 125, 587 Less: Accumulated depreciation (279,800 ) (274,815 ) Net capital lease property $ 396,065 $ 415,000 Depreciation and amortization expense of leased property under capital lease obligations amounted to $78,859 and $82,303 for the years ended December 31, 2015 and 2014, respectively. SignalShare Lease Transactions - Capital Future minimum lease obligations under the capital leases consist of the following at December 31, 2015: Year Amount 2016 $ 2,713,655 Total 2,713,655 Less – amounts representing interest (338,095 ) Present value of net minimum lease payments 2,375,560 Less: Current portion (2,375,560 ) Net long-term portion $ - SignalShare Lease Transactions – Finances SignalShare finances certain sales to customers through a third-party leasing company on their behalf. Once the equipment installation is complete, SignalShare recognizes the revenues and costs related to these transactions. Payments to the third-party leasing company are made directly by SignalShare's customer and, if applicable, the customer has the option to purchase the equipment at the end of the lease for an additional payment. At the inception of the lease, the third-party leasing company remits cash to SignalShare in an amount equal to the amount of the lease, less finance costs to be collected over the lease term. SignalShare purchases the equipment and completes the installation. The equipment is immediately expensed, as are the costs of the installation and the finance component of the lease is charged to cost of goods sold. Thus all of the revenue and costs are recorded immediately upon completion of the installation. SignalShare is the lessee and is ultimately responsible for the payments under the lease. Since the equipment is installed on the customer's property, the customer controls the equipment and the ultimate decision with regard to purchasing the equipment at the end of the lease term, SignalShare records an accounts receivable and a lease liability in its accounting books and records. The accounts receivable and lease liability are offset each month as the customer makes payments directly to the third-party leasing company. Where leases extend beyond twelve months, the related accounts receivable and payable are discounted at the imputed interest rate in the lease. In effect, SignalShare is a guarantor of the lease in the event that its customer does not make the required lease payments. Since the inception of this program in mid-2013, SignalShare has not had to make any lease payments on behalf of any customer. The lease related accounts receivable and the lease obligations, together with the balance sheet caption that contains each amount are as follows: Balance at December 31, 2015 2014 Lease accounts receivable Current portion (accounts receivable) $ 151,672 $ 149,507 Long-term portion (other assets) 53,468 208,086 Total lease accounts receivable $ 205,140 $ 357,593 Lease obligations Current portion (capital leases payable) $ 205,140 $ 149,507 Long-term portion (non-current lease obligations). - 208,086 Total lease obligations $ 205,140 $ 357,593 Leases payable incurred on behalf of customers during the years ended December 31, 2015 and 2014 were $0 and $215,670, respectively. Repayment of capital lease payable made by customers directly to the third party leasing company during the years ended December 31, 2015 and 2014 amounted to $166,320 and $190,697, respectively. Below is the summary of SignalShare lease transactions at December 31, 2015: Capital Leases Finance Leases Total Leases payable - current portion $ 2,375,560 $ 205,140 $ 2,580,700 Leases payable - long term portion - - - Total leases payable $ 2,375,560 $ 205,140 $ 2,580,700 Below is the summary of SignalShare lease transactions at December 31, 2014: Capital Leases Finance Leases Total Leases payable - current portion $ 2,275,536 $ 149,507 $ 2,425,043 Leases payable - long term portion 4,832,862 208,086 5,040,948 Total leases payable $ 7,108,398 $ 357,593 $ 7,465,991 During the year ended December 31, 2015 and 2014, the Company recorded interest expenses related to these leases of $775,922 and $229,060, respectively. Accrued interest amounted to $177,926 and $0 as of December 31, 2015 and 2014, respectively, which has been included in accrued expenses in accompanying consolidated balance sheets of discontinued operations. Line of Credit- Related Party of discontinued operations: On September 5, 2009, RMLX entered into a Revolving Credit, Security and Warrant Purchase Agreement (the "Credit Agreement") with Cenfin, LLC ("Cenfin"), an entity principally owned by significant shareholders of the Company. The Credit Agreement permitted us to borrow up to $25 million until September 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 five 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 accrued interest through October 7, 2015, payable quarterly on the unpaid principal at a rate equal to the Federal Funds Rate at July 15 of each year plus 5%. On October 7, 2015 the Company and Cenfin executed a forbearance agreement increasing the interest to a rate equal to the Federal Funds Rate at July 15 of each year plus 13% (approximately 13.13% per annum at December 31, 2015). The Credit Agreement is collateralized by substantially all of the assets of SSI, and requires us to maintain a total outstanding indebtedness to total assets ratio of less than 3 to 1. The amount outstanding under the Credit Agreement was $3,388,554 at December 31, 2015, which is part of the liabilities assumed in connection with the reverse acquisition transaction completed on March 27, 2015. These advances will be repaid at various dates between 2015 and 2017. The Credit Agreement requires that, in conjunction with each advance, RMLX issue Cenfin warrants to purchase shares of our common stock equal to 50% of the principal amount funded divided by (i) $120.00 on the first $5,000,000 of borrowings on or after July 15, 2010 ($4,712,000 as of December 31, 2012) 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 $120.00 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 expired three years from the date of issuance. The fair value of warrants issued under of the Credit Agreement using the Black-Scholes pricing model was approximately $2,760,000 which is being amortized and charged to operating results as additional interest expense over the term of the related indebtedness. The unamortized balance of the debt discount was $148,393 at December 31, 2015. During the year ended December 31, 2015, the Company amortized $190,998 (for the period from March 27, 2015 through December 31, 2015) as debt discount expense. Borrowings outstanding are reported net of the debt discount. On March 24, 2015, in conjunction with the Subsidiary Merger Agreement, Cenfin entered into an Amended and Restated Revolving Credit Security Agreement with SSI and RMLX (the "Cenfin Infrastructure Credit Agreement"). Pursuant to the Cenfin Infrastructure Credit Agreement, Cenfin consented to the contribution of substantially all the assets of RMLX as of the date of the merger to SSI and Cenfin was accordingly granted a continuing security interest in all of the assets of SSI and a pledge by RMLX of all of the equity of SSI. Cenfin's security interest in the RMLX assets was thereafter limited to certain non-assignable contracts that remained with RMLX following the merger. During the year ended December 31, 2015, the Company made interest payments to Cenfin of $61,431 and principal payments of $573,447. Net amounts outstanding under the Credit Agreement were $3,240,160 plus accrued interest of $160,931 as of December 31, 2015. On June 30, 2015, Roomlinx entered into the First Amendment (the "First Amendment) to the Amended and Restated Revolving Credit Agreement, dated as of June 30, 2015 (the "Credit Agreement"), by and among the Company, SSI and Cenfin. The material terms of the First Amendment provided that Cenfin would be entitled to 33% of the gross proceeds raised in any equity or debt financing activities by either the Company or SSI, not including operational leases, for so long as there is any outstanding balance under the Credit Agreement for which only SSI is obligated (the "Cenfin Equity Payment Obligation"). In consideration of the First Amendment, the Company and SSI released Cenfin from all claims related to the loan documents. On October 7, 2015, in settlement of a non-payment default, Roomlinx and SSI entered into a Forbearance Agreement with Cenfin upon the following terms: ● The interest rate on each Revolving Loan (as defined) was increased to the Federal Funds Rate plus 13%, from 5%. ● Subject to compliance by the Company and SSI with the terms and conditions of the Second Amendment and the Loan Agreement, Cenfin agreed to forebear from exercising its rights and remedies against SSI with respect to the default for non-payment on September 29, 2015 until the earlier of November 7, 2015 or a Forbearance Default (as defined) occurs (the "Forbearance Period"). SSI also agreed during the Forbearance Period not to make any payments to creditors or lenders of SSI without Cenfin's prior written consent, except for contractual payments, in the ordinary course of business to vendors of SSI. ● Roomlinx agreed during the Forbearance Period not to make any payments to any of the creditors or lenders of the Company (other than NFS Leasing) without first giving Cenfin two (2) business days prior written notice, except for contractual payments to vendors in the ordinary course of business. On November 19, 2015, the Company entered into a Guaranty and Payment Agreement pursuant to which the Company Guaranteed a $150,000 intercompany loan from SSI to the Company and an additional installment payment of $75,000 was made to Cenfin. Until such time as $150,000 is repaid to Cenfin, the Company guaranteed up to $1,500,000 of SSI debt to Cenfin. Future minimum payments under the line of credit are as follows: Years ended December 31, Minimum Payments 2016 $ 3,388,554 Unamortized Debt Discount (148,393 ) Net line of credit balance 3,240,161 Less Current Portion (3,240,161 ) Net line of credit balance $ - During the year ended December 31, 2015 and 2014, the Company recorded interest expenses of $207,040 and $0, respectively. During the year ended December 31, 2015 and 2014, the Company recorded amortization of debt discount of $190,998 and $0, respectively. Accrued interest amounted to $160,931 and $0 as of December 31, 2015 and 2014, respectively, which has been included in accrued expenses in accompanying consolidated balance sheets of discontinued operations. Notes Payable of discontinued operations: FCC note - NFS bridge loans - Tran short term note - NFS note For the years ended December 31, 2015 and 2014, the Company amortized $125,915 and $-0- of deferred financing fees, respectively. Unamortized deferred financing costs amounted to $251,830 and $-0- as of December 31, 2015 and 2014, respectively. As of December 31, 2015, the Company had the following outstanding notes payable of discontinued operations: Amount FCC note $ 8,932 NFS bridge loans 79,959 Tran short term note 345,000 NFS note 4,509,891 Total $ 4,943,782 During the year ended December 31, 2015, the Company recorded interest expenses related to discontinued operations of $2,153,886. Accrued interest amounted to $479,233 as of December 31, 2015, which has been included in accrued expenses in the accompanying consolidated balance sheets of discontinued operations Noncontrolling Interest of discontinued operations -

Property, Equipment and Softwar

Property, Equipment and Software, net	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 7. Property, Equipment and Software, net	Property, equipment and software consist of the following: Balance at December 31, 2015 2014 Property, Equipment and Software Machinery and equipment $ 4,635,055 $ 4,635,055 Equipment offsite 121,808 121,808 Furniture, fixtures and equipment 195,529 141,220 Trucks and autos 36,040 36,040 Total property, equipment and software 4,988,432 4,934,123 Less: accumulated depreciation (4,926,916 ) (4,923,295 ) Property, equipment and software, net $ 61,516 $ 10,828 Depreciation and amortization expense was $3,622 and $49,471 for the years ended December 31, 2015 and 2014, respectively. Depreciation and amortization expense for all periods was included in the selling, general and administrative expense caption in the accompanying consolidated statements of operations.

Notes Payable - Related Parties

Notes Payable - Related Parties	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 8. Notes Payable - Related Parties	A summary of the outstanding balance of the various notes payable is as follows: Balance at December 31, 2015 2014 Brookville Special Purpose Fund $ 2,102,496 $ 2,284,161 Veritas High Yield Fund, net of $0 and $43,258 unamortized debt discount at December 31, 2015 and 2014, respectively 385,509 615,470 Allied International Fund, Inc. 371,161 - Allied International Fund Series A 2,100,042 - Total notes payable – related parties 4,959,208 2,899,631 Less: current portion of notes payable – related parties (3,160,623 ) (832,030 ) Long-term portion of notes payable, related party $ 1,798,585 $ 2,067,601 On March 31, 2014, the Brookville Special Purpose Fund maturity date was extended to January 1, 2016 and the Veritas High Yield Fund maturity date was extended to April 1, 2016. The notes have been converted to a payment schedule that will fully amortize the existing balances of the notes payable by the maturity dates of the notes. The interest rates for these two notes payable remain at the originally negotiated 14% interest rate per annum. Accrued interest related to the Brookville Special Purpose Fund, the Veritas High Yield Fund and the Robert DePalo Special Opportunity Fund was capitalized as part of the balance of these notes payable at December 31, 2013 and are included in the repayment obligations of the Brookville Special Purpose Fund and the Veritas High Yield Fund. The capitalized interest on the Robert DePalo Special Opportunity Fund was included in the conversion of that note payable to SPHC's common equity on March 14, 2014. For the years ended December 31, 2015 and 2014, the Company amortized $43,259 and $117,708, respectively, of debt discount and $20,575 and $57,702 of deferred financing costs, respectively. During the year ended December 31, 2015 and 2014, the Company recorded interest expenses of $719,273 and $908,047, respectively, and during the year ended December 31, 2015, the Company recorded interest expenses of $52,304, which has been included in accrued expenses in accompanying consolidated balance sheets. Accrued interest amounted to $498,321 and $94,935 as of December 31, 2015 and 2014, respectively, which has been included in accrued expenses in accompanying consolidated balance sheets. On March 27, 2015 and March 30, 2015, the Company entered into two notes with Allied International Fund, Inc. ("Allied") for $255,000 and $275,000, respectively, which were due and payable on April 3, 2015 and April 15, 2015, respectively. Both notes carry interest at twenty percent (20%) per year. As of December 31, 2015 the balance of these two loans are $166,161 and $205,000, respectively. During the year ended December 31, 2015, the Company recorded interest expenses of $52,304, which has been included in accrued expenses in accompanying consolidated balance sheets. On October 26, 2015, SPHC and all of SPHC's subsidiaries (the "Subsidiaries") entered into Series A Preferred Termination, Loan and General Release Agreement (the "Series A Agreement"), by and among SPHC, Allied International Fund, Inc. ("Allied") and Roomlinx, whereby the Company agreed to cancel the series A preferred stock in exchange for a Secured Promissory Note, issued by SPHC and all of its subsidiaries to Allied providing total aggregate payments (principal and interest) of $2,700,000 (the "Allied Note"), which is secured by the existing Security Agreement by and between SPHC and Allied, dated as of July 31, 2015. As of December 31, 2015, the outstanding balance was $2,100,042 and during the year ended December 31, 2015, the Company recorded interest expenses of $27,863, which has been included in accrued expenses in accompanying consolidated balance sheets. Accrued interest amounted to $80,167 as of December 31, 2015, which has been included in accrued expenses in accompanying consolidated balance sheets . On February 23, 2016, Brookville Special Purpose Fund, LLC. ("Brookville"), Veritas High Yield Fund and ("Veritas") and Allied (collectively "Plaintiffs") filed suit in separate actions in the U.S. District Court for the Southern District of New York against Signal Point Holdings Corp., Signal Point Software Development Corp. and Signal Point Telecommunications Corp. ("Defendants") seeking foreclosure on the secured loans with the Defendants and the imposition of a temporary restraining order. On April 7, 2016, M2 Group and Brookville, et al. settled the litigation as follows. SPHC in order to forebear the current foreclosures with its secured lenders, entered into a Restructuring, Omnibus Pledge, Security and Intercreditor Agreement (the "Omnibus Agreement") which M2 Group consented to. In exchange for the forbearance of the foreclosure on the assets of the Debtors (i.e., SPHC, M2 nGage Communications, Inc. and M2 nGage, Inc.), the Company agreed to transfer the subsidiaries of SPHC (specifically, M2 Communications and M2 nGage), with the exception of SignalShare LLC and SPC, to "Digital Media Acquisition Group Corp., ("DMAG")," a new subsidiary of the Company, so that the subsidiaries of SPHC will become subsidiaries of DMAG. The Debtors granted the Secured Parties a lien on the assets of the Debtors and pledged the securities of DMAG, M2 Communications and M2 nGage to the Secured Parties (collectively, the "Collateral"). The Parties: (i) reaffirmed the priorities of the Secured Parties in the Collateral; and (ii) agreed that the Secured Parties' subordinated security interest in the assets of Signal Share LLC shall be governed by the terms of the Intercreditor, Modification and Settlement Agreement dated as of November 13, 2015 by and among SPHC, Signal Share, the Secured Parties and NFS Leasing, Inc. ("NFS") in which agreement NFS acknowledged that it never has, nor will it ever have any security interest in the SPHC Excluded Entities which included a) M2 Communications, b) SPC, c) M2 nGage, d) the Company, e) Signal Point Infrastructure, Inc. and their respective Affiliates. The Parties agreed to representations, warranties and covenants consistent with the prior Loan Documents. Upon an event of default, the Secured Parties shall have all remedies confirmed in the Loan Documents at law and equity, and all rights and remedies of a secured party under the UCC. Any deficiency upon a disposition of the Collateral will bear interest at 15% per annum plus reasonable attorneys' fees. A schedule of principal payments for the Brookville, Veritas, Allied and Allied International Fund Series A notes payable, by year, is set forth below. Year Amount 2016 $ 3,160,622 2017 281,680 2018 305,056 2019 330,375 2020 357,796 Thereafter 523,678 Total $ 4,959,207

Note Payable

Note Payable	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 9. Note Payable	Zencos note During the year ended December 31, 2015, the Company recorded interest expenses of $14,363 which has been accrued and included in accrued expenses in the accompanying consolidated balance sheets.

Related Party Transactions - St

Related Party Transactions - Stockholders	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 10. Related Party Transactions - Stockholders	A significant shareholder of the Company manages the Brookville Special Purpose Fund, and the Veritas High Yield Fund. The SPHC Series A preferred stock is owned by Allied a company whose president is the wife of a major shareholder. The Series A preferred stock was issued to Allied for certain guarantees and other consideration. SPHC recognized Series A Preferred Stock dividends in the amount of $175,000 and $600,000 for the years ended December 31, 2015 and 2014, respectively. Preferred stock dividends payable amounted to $0 and $25,000 as of December 31, 2015 and 2014, respectively, which the December 31, 2014 balance has been included in accrued expenses and was paid in January 2015. See Note 13. SAB Management LLC ("SAB") of which Andrew Bressman, Managing Director and Head of Business Development, is a Member, provides consulting services to the Company relating to strategic planning, product development and general business and financial matters. SAB is being paid at the rate of $425,000 per year.

Accrued Expenses

Accrued Expenses	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 11. Accrued Expenses	Accrued expenses consist of the following: Balance at December 31, 2015 2014 Cost of service $ 446,031 $ 466,016 Selling, general and administrative expense 867,594 269,916 Compensation 141,473 128,436 Total $ 1,455,098 $ 864,368

Operating Lease Commitments

Operating Lease Commitments	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 12. Operating Lease Commitments	The Company leases office space in New Jersey under an operating lease that expires in April 2019. The office lease requires the Company to pay escalating rental payments over the terms of the lease. The Company accounts for rent expense in accordance with ASC 840, "Leases" that requires rentals to be charged to operations on a straight-line basis. The Company performs a deferred rent analysis when a new lease is entered into and when the current leases have been renewed or amended. Rent expense for continuing operations was $297,284 and $278,203 for the years ended December 31, 2015 and 2014, respectively. The following table summarizes the future minimum lease commitments under the non-cancelable operating office lease as of December 31, 2015. December 31, Amount 2016 $ 278,025 2017 283,462 2018 288,909 2019 97,964 Total $ 948,360

Equity

Equity	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 13. Equity	On March 27, 2015, the Company and SPHC signed and completed the "SMA". Pursuant to the terms and conditions of a SMA by and among the Company, SPHC, SSI and RMLX Merger Corp., the Company completed the merger with SPHC (the "Closing"). Following the February 10, 2015 termination of a prior Merger Agreement, the SMA was negotiated based upon, among other things, significantly revised settlement agreements with the Company's major creditors. These included, among other things, Cenfin LLC, the Company's secured lender, obtaining 5% of the approximately 15% of the issued and outstanding fully diluted common stock of the Company following the Merger. Under the SMA, the Company's wholly-owned subsidiary RMLX Merger Corp., a Delaware corporation, was merged with and into SPHC, with SPHC and its operating subsidiaries surviving as a wholly-owned subsidiary of the Company (the "Merger"). The existing business of Roomlinx was transferred into a newly-formed, wholly-owned subsidiary named SSI. The Company's President and Chief Executive Officer, Michael S. Wasik, resigned from all positions with the parent Company and was named President and Chief Executive Officer of SSI. As a result of the Merger, the shareholders of SPHC, a privately-owned Delaware corporation, received an aggregate of approximately 85% of the Fully Diluted (as defined therein) common stock of the Company in exchange for 100% ownership interest in SPHC's common stock and Series A Preferred Stock. The merger consideration was determined by the Company, after a thorough review of prospective acquisitions, the benefits of the transaction, including access to capital, increased market opportunities and reach, perceived synergies, efficiencies and other financial considerations, as well as a strategic growth plan contemplated by management of the combined entity. This transaction has been accounted for as a reverse acquisition where SPHC is the accounting acquirer and RMLX is the acquired company or the accounting acquiree. Accordingly, the historical financial statements prior to the consummation of the reverse acquisition transaction are those of SPHC. Upon the Closing, the accounting acquirer, SPHC, acquired all the assets and assumed all the liabilities of the Company and immediately transferred such assets and liabilities into SSI, a newly-formed Nevada corporation wholly owned by the Company. As a result of the foregoing, SSI and SPHC and their respective subsidiaries are now the principal operating subsidiaries of the Company. Pursuant to the terms of the SMA, the Company made a $750,000 cash payment to Cenfin, reducing the amount of the Revolving Loan with Cenfin to $3,962,000, bearing interest at approximately 5% per annum, and Cenfin received 7,061,295 shares of common stock. This revolving loan is secured by the assets of SSI, but not those of the parent company (except to the extent not assigned to SSI) and not by any assets of SPHC. Pursuant to the terms and conditions of the SMA, the Board of Directors of the Company declared a dividend of 12,590,317 shares of common stock to existing stockholders who held 107,007 shares of Common Stock or an aggregate of 12,697,324 shares (9.41% of the fully diluted shares) prior to the consummation of the reverse acquisition transaction. Cenfin was issued 7,061,295 (5.23% of the fully diluted shares) shares and at consummation, the SPHC shareholders were issued 115,282,137 (85.36% of the fully diluted shares) exclusive of 4,160,000 option shares for one to one basis. All of the dividend shares and Cenfin shares are subject to a nine-month lock-up agreement, subject to certain registration rights. Prior to the merger, on March 20, 2015, the Company effected a one-for-sixty reverse stock split (the "Reverse Stock Split") resulting in 107,007 shares of Common Stock to be outstanding. The foregoing summary of the terms and conditions of the SMA does not purport to be complete, and is qualified in its entirety by reference to the full text of the SMA, which is attached as an exhibit to the Company's Form 8-K filed on April 2, 2015. As of the closing date, all outstanding shares of the Company's preferred stock described below shall continue to be outstanding until such time as determined by the Company's Board of Directors. All outstanding Company options are exercisable (at $36.00 or more per share) and all outstanding warrants, continue to be exercisable for the same number of shares at the exercise price, adjusted for the Reverse Stock Split. In addition to the 115,282,137 shares of common stock issued to the former SPHC shareholders, the 4,160,000 options held by the SPHC option holders and 250,000 warrants held by warrant holders were exchanged on a one for one basis for options and warrants in the Company. As of December 31, 2015, the Company's equity consisted of the following: Class A 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 December 31, 2015, there were 720,000 shares of Class A Preferred Stock issued and outstanding. Undeclared Class A Preferred Stock dividends accumulated and unpaid as of December 31, 2015 and 2014, were $224,040 and $211,080, respectively; these dividends are not included in accrued expenses. Series B Preferred Stock See Note 19 "Subsequent Events" for information concerning the authorization of Series B Preferred Stock in January 2016. SPHC Series A Preferred Stock Pursuant to the SMA, the Company contracted to adopt series A preferred stock of SPHC, which was subsequently redeemed by SPHC. The Preferred Stock ranked senior to all of the Common Stock of SPHC, par value $0.001 per share; in each case as to distributions of assets upon liquidation, dissolution or winding up whether voluntary or involuntary. The Preferred Stock had a liquidation value of $5,000 per share. On October 26, 2015, M2 Group, SPHC and all of SPHC's subsidiaries (the "Subsidiaries") entered into Series A Preferred Termination, Loan and General Release Agreement (the "Series A Agreement"), by and among SPHC, Allied and M2 Group, whereby the Company agreed to cancel the series A preferred stock in exchange for a Secured Promissory Note, issued by SPHC and all of its subsidiaries to Allied providing total aggregate payments (principal and interest) of $2,700,000 (the "Allied Note"), which is secured by the existing Security Agreement by and between SPHC and Allied, dated as of July 31, 2015. Dividends payable on the shares of Series A Preferred Stock were initially an aggregate amount equal to one percent (1%) of the aggregate gross revenues per month of the Company and any of its consolidated subsidiaries, joint ventures, partnerships and/or licensing arrangements. Subsequent to entering into the Allied Preferred Stock transaction, the dividend terms were amended such that the amount of the monthly dividend was changed to 1% of revenue or $50,000 per month, whichever calculation produces a higher dividend. As of April 2015, no additional dividends have been declared by the board of directors and pursuant to the buyout no additional dividends are payable. SPHC recognized Series A Preferred Stock dividends in the amount of $175,000 and $600,000 for the years ended December 31, 2015 and 2014, respectively. Preferred stock dividends payable amounted to $0 and $25,000 as of December 31, 2015 and 2014, respectively, which the December 31, 2014 balance has been included in accrued expenses and was paid in January 2015. SPHC Series B Preferred Stock In July 2013, SPHC authorized the issuance of 10 shares of Series B preferred stock ("Series B Preferred Stock") to its majority shareholder. There are no cash and/or cumulative dividends authorized for the Series B Preferred Stock, but the provisions of the Series B Preferred Stock permitted the holder to exercise control over a broad range of the Company actions. On October 26, 2015, the Company, SPHC and all of SPHC's subsidiaries (the "Subsidiaries") entered into Series B Preferred Termination, Consulting Agreement Modification and Settlement Agreement (the "Series B Agreement"), by and among the Company, SPHC, the Subsidiaries and Robert DePalo ("DePalo"), whereby the Series B preferred stock was cancelled in exchange for the Company agreeing that (subject to shareholder approval and the applicable laws and regulations) it would amend its charter and other relevant documents to provide for (a) the Company not approving any reverse stock splits without the affirmative vote of the holders of at least fifty one percent (51%) of the issued and outstanding common stock (b) for a period of two (2) years the Company will not issue any class of stock with supermajority voting rights, (c) DePalo will have the right to appoint one member to the Board of Directors of the Company, subject to such person not being a relative of DePalo and independent of DePalo, and (d) Until the expiration of the Consulting Agreement, by and between the Company and DePalo, DePalo will be entitled to a monthly payment of $17,500 that shall not be paid, but shall accrue, until the Company and DePalo agree or the Company obtains funding in the amount of $8,000,000 and thereafter payments of accrued arrears and regular payments will continue on a monthly basis for the term of the Consulting Agreement. Common Stock Common Stock: The Company had authorized 400,000,000 shares of $0.001 par value common stock as of December 31, 2015, there were 136,019,348 shares of Common Stock issued and outstanding. As of December 31, 2014 the Company had 115,282,137 shares issued and outstanding. Contributions by Shareholder During 2015, the majority shareholder of SPHC contributed $615,004 which amount was recorded as additional paid-in capital and was allocated to contributed capital from the majority shareholder. During 2014, the Company's majority shareholder contributed $7,826,753 which amount was recorded as additional paid-in capital and was allocated to contributed capital from majority shareholder. Sale of common shares During 2015, the Company sold 916,665 shares of its common stock at a price of $1.80 which amount was recorded as additional paid-in capital and was allocated to contributed capital from the majority shareholder. Common shares issued in settlement On July 30, 2015, the Company issued 61,927 of its common stock valued at $111,469 in settlement of a claim with a shareholder. The Company relied upon the representations and warranties made by the shareholder in the settlement agreement. The purchase of Incubite on December 9, 2014 On December 9, 2014, in exchange for the assets of Incubite, Holdings issued 1,000,000 shares of Common Stock of the Company valued at $1.8 million. Conversion of debt to equity On October 14, 2014, in connection with signing the merger agreement, the $3,053,121 balance of The Robert DePalo Special Opportunity Fund was converted into equity using an agreed upon $1.20 per common share exchange price. In addition, on March 31, 2014, there were additional conversions of Brookville Special Purpose Fund and Veritas High Yield Fund notes payable to equity, both conversions using an exchange price of $1.50 per common share. There were conversions of $3,098,416 of the principal amount of Brookville Special Purpose Fund notes payable into 2,065,607 shares of Holdings' common stock. There were conversions of $774,073 of the principal amount of Veritas High Yield Fund notes payable into 516,050 shares of Holdings' common stock.

Warrants, Stock Option Plans an

Warrants, Stock Option Plans and Stock Appreciation Rights	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 14. Warrants, Stock Option Plans and Stock Appreciation Rights	Warrants: As of December 31, 2015, the Company had 2,838,888 of warrants outstanding, which were issued in connection with a lender relationship of SignalShare, for marketing related services, and as part of the sale of company common stock under a private placement, as set forth below. The Company issued 250,000 warrants to NFS during the first quarter of 2015 and 1,111,111 during the third quarter of 2015. The warrants were fair valued at $444,282 and $1,975,257, respectively, and recorded as deferred finance fees and being amortized over a five-year period and 75-week period, respectively. During the year ended December 31, 2015, the Company amortized $691,218 to interest expense related to these warrants. The same was presented and disclosed under the line items "discontinued operations". The Company issued 200,000 warrants to an outside consultant in connection with marketing services during the third quarter of 2015. The shares were fair valued at $355,517 and recorded as deferred marketing fees and amortized over the balance of 2015 to marketing expense. Also, during the year ended December 31, 2015 1,277,777 warrants issued with sale of common stock, the same was not valued being the cost of equity transactions. The following are the assumptions utilized in the estimation of fair value of warrants granted during 2015: Expected term 5 years Expected volatility 222 % Risk free interest rate 1.60 % Dividend yield 0 % The following is a summary of warrant activity for the year ended December 31, 2015: Shares Underlying Warrants Weighted Average Exercise Price Weighted Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2014 - $ - - $ - Issued 250,000 1,80 4.92 - Outstanding at January 1, 2015 250,000 1.80 4.92 - Issued 2,588,888 1.80 4.57 - Warrants assumed through reverse acquisition 11,214 170.17 - - Expired/Cancelled (11,214 ) 170.17 - - Outstanding and exercisable at December 31, 2015 2,838,888 $ 1.80 4.51 $ - Stock 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. Pursuant to the terms of the Subsidiary Merger Agreement, in April 2015, the Company adopted the SPHC 2015 employees, Directors and Consultants Equity Incentive Plan (the "2015 Plan"). The purpose of the 2015 Plan is to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship, and to stimulate an active interest of these persons in our development and financial success. Under the 2015 Plan, we are authorized to issue up to 12,000,000 shares of Common Stock, including incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified stock options, stock appreciation rights, performance shares, restricted stock and long term incentive awards. The 2015 Plan will be administered by our board of directors until authority has been delegated to a committee of the Board of Directors. The options vest as determined by the Board of Directors and are exercisable for a period of no more than 10 years. A summary of stock option activity under the Stock Option Plan is presented below: Shares Underlying Options Weighted Average Exercise Price Weighted Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2014 - $ - - $ - Granted and Issued 795,000 1.80 4.90 - Outstanding at December 31, 2014 795,000 1.80 4.90 - Granted and Issued 4,885,000 1.80 3.95 - Options assumed through reverse acquisition 14,221 97.92 - - Expired/Cancelled (484,396 ) 2.46 - - Outstanding at December 31, 2015 5,209,825 2.00 4.18 - Exercisable at December 31, 2015 2,043,105 2.31 4.18 - Un-exercisable at December 31, 2015 3,166,720 $ 1.80 4.19 - The following are the assumptions utilized in the estimation of stock-based compensation related to the stock options granted for the years ended December 31, 2015 and 2014: 2015 2014 Expected term 5 years 5 years Expected volatility 254 % 195 % Risk free interest rate 0.58 % 1.07 % Dividend yield 0 % 0 % Stock Appreciation Right Agreements On August 12, 2014, the Board of Directors of SPHC authorized Stock Appreciation Rights Agreements (the "Agreements") by and between SPHC and two current officers and a consultant for the Company (the "Recipients"). These Agreements were adopted by RMLX upon the completion of the reverse merger. The Agreements granted stock appreciation rights ("SARs") as an inducement for the Recipients to promote the best interests of the Company and its stockholders. The spread between the then fair market value of the Company's common stock, par value $0.001 per share ("Common Stock") on the grant date and the then fair market value of the stock on the date of exercise shall be payable to the Recipients, less applicable tax withholdings. Set forth below is information with regard to the individuals, number of shares and exercise price of the SARs issued as of October 30, 2014. The SARs are subject to graded vesting provisions and may only be exercised when the Recipients SARs have vested. The SARs vested 50% on January 10, 2015 and 50% on January 10, 2016 and the SARs may only be exercised in the year in which they vest. Thus, 50% was forfeited. Vested SARs that remain unexercised at the end of a vesting year will expire at that time. Any unvested SARs will be immediately forfeited and canceled in the event that a Recipient's employment or other service with the Company is terminated for any reason. ● Aaron Dobrinsky, President or an entity of his choosing, SARs were authorized for 3,500,000 shares of Common Stock at $0.50 per share, provided Mr. Dobrinsky remains employed by the Company. ● Christopher Broderick, Chief Operating Officer, or an entity of his choosing SARs were authorized for 3,500,000 shares of Common Stock at $0.50 per share, provided Mr. Broderick remains employed by the Company. ● SAB Management LLC, an entity owned by Andrew Bressman, Managing Director and his wife, SARs were authorized for 8,500,000 shares of Common Stock at $0.10 per share, provided Mr. Bressman remains employed by the company. The following are the assumptions utilized in the estimation of stock-based compensation related to the SARs granted for the year ended December 31, 2014: 2014 Expected term 2 years Expected volatility 221 % Risk free interest rate 0.48 % Dividend yield 0 % Set forth below is information with regard to the individuals, number of shares and exercise price of the SARs issued as of March 20, 2015: The SARs are subject to graded vesting provisions and may only be exercised when the Recipients SARs have vested. The SARs will vest on January 10, 2017 and the SARs may only be exercised in the year in which they vest., thus, 50% were forfeited. Vested SARs that remain unexercised at the end of a vesting year will expire at that time. Any unvested SARs will be immediately forfeited and canceled in the event that a Recipient's employment or other service with the Company is terminated for any reason. ● Aaron Dobrinsky, President or an entity of his choosing, SARs were authorized for 1,750,000 shares of Common Stock at $0.50 per share, provided Mr. Dobrinsky remains employed by the Company. ● Christopher Broderick, Chief Operating Officer, or an entity of his choosing SARs were authorized for 1,750,000 shares of Common Stock at $0.50 per share, provided Mr. Broderick remains employed by the Company. ● SAB Management LLC, an entity owned by Andrew Bressman, Managing Director and his wife, SARs were authorized for 4,250,000 shares of Common Stock at $0.10 per share, provided Mr. Bressman remains employed by the Company. Set forth below is information with regard to the individuals, number of shares and exercise price of the SARs issued as of March 27, 2015: The SARs are subject to graded vesting provisions and may only be exercised when the Recipients SARs have vested. The SARs will vest 50% on January 10, 2017 and 50% on January 10, 2018 and the SARs may only be exercised in the year in which they vest. Vested SARs that remain unexercised at the end of a vesting year will expire at that time. Any unvested SARs will be immediately forfeited and canceled in the event that a Recipient's employment or other service with the Company is terminated for any reason. ● Two executives of SignalShare, SARs were authorized for 2,000,000 shares of Common Stock at $1.80 per share, provided they remain employed by the Company. Set forth below is information with regard to the individuals, number of shares and exercise price of the SARs issued as of August 1, 2015: The SARs are subject to graded vesting provisions and may only be exercised when the Recipients SARs have vested. The SARs will vest 50% on January 10, 2017 and 50% on January 10, 2018 and the SARs may only be exercised in the year in which they vest. Vested SARs that remain unexercised at the end of a vesting year will expire at that time. Any unvested SARs will be immediately forfeited and canceled in the event that a Recipient's employment or other service with the Company is terminated for any reason. ● Steven Vella, Chief Financial Officer, or an entity of his choosing SARs were authorized for 1,500,000 shares of Common Stock at $0.50 per share, provided Mr. Vella remains employed by the Company. The following are the assumptions utilized in the estimation of stock-based compensation related to the SARs granted for the years ended December 31, 2015: 2015 Expected term 3 years Expected volatility 216 % Risk free interest rate 0.92 % Dividend yield 0 % A summary of SAR activity is presented below: Shares Underlying SARs Weighted Average Exercise Price Weighted Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2014 - $ - - $ - Granted and Issued 15,500,000 0.28 2.0 - Outstanding at January 1, 2015 15,500,000 0.28 2.0 - Granted and Issued 11,250,000 0.44 1.37 - Expired/Cancelled (7,750,000 ) 0.28 - - Outstanding at December 31, 2015 19,000,000 0.37 1.78 - Exercisable at December 31, 2015 - - - - Un-exercisable at December 31, 2015 19,000,000 $ 0.37 1.78 $ - The Company recorded stock-based compensation expense of $21,596,317 and $1,931,855 for the years ended December 31, 2015 and 2014, respectively. The amounts are recorded in selling, general and administrative expense in the consolidated statements of operations and comprehensive loss. At December 31, 2015, there was approximately $19.2 million in unrecognized compensation cost related to options and SARs that will be recorded over future periods of approximately three years. Due to the discontinuance of certain operations via sale and shutdown (see note 19, 1 million unvested SARS and approximately 2.7 million options (1.2 million vested and 1.5 million unvested) terminated through August 18, 2016.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 15. Income Taxes	Tax returns for M2 Group and its subsidiaries have not been prepared and filed for the year ended December 31, 2015. It is not expected that M2 Group and its subsidiaries would have a tax liability for any periods included in the accompanying consolidated financial statements. At December 31, 2015 and 2014, the Company had federal and state net operating loss carry forwards of approximately $133.1 million and $51.6 million, respectively, that begin to expire in 2022. December 31, 2015 2014 Statutory federal income tax rate 35.0 % 35.0 % Combined average statutory state and local income tax rate (7.4%) net of federal benefits 4.8 % 4.8 % Net operating losses and other tax benefits for which no current benefit is being realized (39.8 )% (39.8 )% Effective tax rate 0.0 % 0.0 % Deferred income taxes result from temporary differences in the recognition of income and expenses for financial reporting purposes and for tax purposes. The tax effect of these temporary differences representing the deferred tax asset and liabilities result principally from the following for the years ended December 31, 2015 and 2014. December 31, 2015 2014 Deferred tax assets Net operating loss carryforwards $ 46,586,000 $ 18,071,000 State and local operating loss carryforwards 6,389,000 2,478,000 Less: valuation allowance (52,975,000 ) (20,549,000 ) Net deferred tax asset $ - $ - The Company has not completed its evaluation of NOL utilization Limitations under IRC Section 382, change of ownership rules. If the Company has had a change in ownership the NOL's would be limited as to the amount that could be utilized each year, based on the Internal Revenue Code, as amended.

Arista Communications, LLC.

Arista Communications, LLC.	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 16. Arista Communications, LLC.	SSI has a 50% joint venture ownership in, and manages the operations for Arista Communications, LLC ("Arista"). The other 50% of Arista is owned by Wiens Real Estate Ventures, LLC, a Colorado limited liability company ("Weins"). SSI acquired its 50% interest in Arista through its acquisition of Canadian Communications, LLC, on October 1, 2010. Arista provides telephone, internet, and television services to residential and business customers located in the Arista community in Broomfield, Colorado. As the operations manager for Arista, in accordance with ASC 810, Consolidation, the Company determined that Arista is a variable interest entity that must be consolidated. M2 Group reports 100% of Arista revenues and expenses in its consolidated statements of operations and comprehensive loss and 100% of Arista assets, liabilities, and equity transactions on its consolidated balance sheets. M2 Group then records the non-controlling interest allocation. Financial information for Arista Communications, LLC, for the period from March 27, 2015 (date of Acquisition) to December 31, 2015 is as follows: Period from March 27, to December 31, 2015 Revenue $ 53,991 Direct Costs (43,663 ) Operating expenses (25,862 ) Net loss $ (15,534 ) Weins' share of the net loss is $7,767 for the period from March 27, 2015 (date of Acquisition) to December 31, 2015. Arista has been classified as discontinued operations under SSI, see Note 6.

Pro-forma Financial Information

Pro-forma Financial Information	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 17. Pro-forma Financial Information	The following presents the pro-forma combined results of operations of the Company in connection with the reverse acquisition transaction completed on March 27, 2015 for the years ended December 31, 2015 and 2014, after giving effect to certain pro-forma adjustments and assuming the reverse acquisition transaction completed as of the beginning of 2014. These pro-forma results are presented in compliance with the adoption of Accounting Standards Update ("ASU") 2010-29, Business Combinations Disclosure of Supplementary Pro Forma Information for Business Combinations For the years ended December 31, 2015 2014 Revenues $ 10,610,520 $ 11,294,276 Cost of sales 6,933,066 8,053,486 Gross profit 3,677,454 3,240,790 Selling, general and administrative expenses 29,070,604 10,417,592 Operating loss (25,393,150 ) (7,176,802 ) Interest expense, net (982,252 ) (896,298 ) Other income, net (14,776 ) (97,686 ) Loss from continuing operations before income taxes (26,081,396 ) (8,170,786 ) Income taxes. - - Loss from continuing operations (26,390,178 ) (8,170,786 ) Loss from discontinued operations (13,105,307 ) (6,496,780 ) Net loss (39,495,485 ) (14,667,566 ) Net loss attributable to the non-controlling interest – discontinued operations 9,106 8,243 Net loss attributable to M2 nGage Group, Inc. (39,486,379 ) (14,659,323 ) Less: Dividends on preferred stock (175,000 ) (600,000 ) Net loss attributable to M2 nGage Group, Inc. common shareholders (39,661,379 ) (15,259,323 ) Other comprehensive income - currency translation loss 10,196 10,520 Comprehensive loss $ (39,651,183 ) $ (15,248,803 ) These pro-forma financial statements reflect the results of SSI and Signalshare being classified as discontinued operations and therefore being reflected in the lin item above as loss from discontinued operations.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 18. Commitments and Contingencies	Non-Income Taxes The Company remits state excise tax on various telecommunication services, as it is the Company's position that the telephone service originates in the states where the equipment or customers are located or the services are rendered. State taxing authorities are constantly revising the laws and regulations with regard to telecommunication services and therefore, the Company is subject to potential excise tax in other jurisdictions based upon these constantly changing laws and regulations. However, the Company cannot determine such potential amount as of December 31, 2015. Litigation The Company is party to various legal proceedings and claims related to its normal business operations. In the opinion of management, the Company has substantial and meritorious defenses for these claims and proceedings in which it is a defendant, and believes these matters will be ultimately resolved without a material adverse effect on the consolidated financial position, results of operations or liquidity of the Company. The aggregate provision for losses related to contingencies arising in the ordinary course of business is not material, individually or in the aggregate, to the consolidated operating results for the years ended December 31, 2015 and 2014. El Dorado Offices 2, LP The Company received notice that El Dorado Offices 2, LP ("Landlord") had filed suit against the Company and SignalShare Infrastructure, Inc. associated with amounts due under a terminated office space lease and an associated promissory note. The Landlord seeks approximately $326,000, plus costs, associated with the failure to repay the promissory note. The Company was served with the complaint on November 24, 2015 and answered the Complaint. On June 1, 2016 the matter was settled during court ordered mediation for a total amount of $125,000 paid in installments until October, 2016. Subsequently, the Company had a Foreclosure Sale of substantially all assets of SSI, and these amounts are included in the liabilities of discontinued operations. CLC Networks and Skada 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 claimed that the Company owed them certain unpaid sales commissions, including with respect to Hyatt Corporation in connection with that certain Master Services and Equipment Purchase Agreement, as described above under Business. The Company and the plaintiffs executed a settlement agreement in February 2014 for $106,528 to be paid in 19 even monthly installments commencing March of 2014. As of December 31, 2015 the Company had paid its liability in full. Subsequently, the Company completed the Foreclosure Sale of substantially all assets of SSI, and these amounts are included in the liabilities of discontinued operations. SignalShare payroll tax matter SignalShare LLC is in default of its payment obligations for payroll taxes to the IRS for the first and second quarter and part of third quarter of 2015. The amount of trust fund taxes outstanding as of December 28, 2016 March, 2016 is $673,888.63 which includes penalties and interest. The IRS has filed liens against SignalShare and may pursue personal action against the responsible SignalShare management team members if payment of the trust fund balance is not made. As a result of this matter, the Company has moved SignalShare's payroll process to its corporate offices in order to strengthen the controls over the payroll functions. Subsequently, the SignalShare filed bankruptcy, these amounts are included in the liabilities of discontinued operations. SignalShare Office Lease SignalShare received notice on October 1, 2015 that its lease with Aerial Realty Corp. for office space in Morrisville, NC was being terminated due to non-payment and that the office's locks were changed. The Landlord expressed its intention to avail itself of all remedies under the lease including the collection of waived rent (equal to $21,875.), attorney's fees, brokerage fees and any other amounts due under the Lease which was under term until March 31, 2020 and approximating total cost of $287,000. TIG The Company received a letter from Technology Integration Group ("TIG") demanding payment of approximately $2,430,000 with respect to inventory and services that the Company purchased from TIG. TIG subsequently filed an action in California State Court (Case No. 37-2012-00046436-CU-BC-NC (the "Action"). On September 23, 2014, the Company entered into a Settlement Agreement and Mutual General Release with TIG. The Settlement Agreement was conditioned on the SPHC merger taking place. On March 24, 2015, the Company, Michael S. Wasik, Anthony DiPaolo and SSI entered into the Settlement Agreement and Mutual General Release with PC Specialists Inc. (d/b/a TIG), replacing the agreement signed in the fourth quarter of 2014. As of March 23, 2015, the Company owed TIG $3,003,267, consisting of $2,064,223 for equipment purchased and stored, $879,998 of interest on such amount and $59,046 of attorneys' fees and costs. Under the Settlement Agreement, the Company agreed to pay a settlement amount of $1,919,239, of which $400,000 was paid by SPHC upon the closing of the SMA. As a result, the Company, Wasik and DiPaolo were released from the Action and TIG consented to the transfer of rights and obligations under the Settlement Agreement to SSI with no recourse to the Company or SPHC. On April 5, 2016, counsel for TIG approached the Company regarding payment deficiencies under the settlement agreement and threatened further legal action. As of December 31, 2015 the Company has the entire liability due TIG recorded in accounts payable. ScanSource The Company received a District Court Civil Summons, dated August 23, 2013, in the matter of "ScanSource v. Roomlinx, Inc.", commenced in the District Court of Greenville County, South Carolina. The plaintiffs in such action claimed that the Company owed them approximately $473,000 with respect to inventory purchased by the Company. The amount is recorded in accounts payable in the accompanying consolidated balance sheets as of December 31, 2015 and December 31, 2014. On March 31, 2015, the Company and ScanSource entered into a settlement agreement with respect to such action in which Roomlinx agreed to pay ScanSource a total of $471,000 plus interest as follows: (a) payment of $100,000 on or before June 1, 2015, (b) beginning June 1, 2015, interest accruing on the outstanding balance of 12% per annum until the balance is paid in full, (c) beginning July 1, 2015 and continuing for 12 months thereafter, payment of $8,000 per month, and (d) following the initial 12 month payment schedule set forth in (b), payment of $316,715 in 24 monthly payments according to an amortization schedule agreed to by the Company and ScanSource. Subsequently, the Company completed the Foreclosure Sale of substantially all assets of SSI, and these amounts are included in the liabilities of discontinued operations. WFG The Company is in receipt of a letter dated November 10, 2014 on behalf of Wi-Fi Guys, LLC ("WFG") demanding payment from the Company for amounts relating to development and software services in the amount of $297,000. The Company evaluated all of its options, including legal options, with respect to the validity of the WFG letter and the alleged grounds for demanding payment and formally responded in a letter dated December 1, 2014 in which the Company denied WFG's claims and additionally made separate counter-claims against WFG. Subsequently, the Company completed the Foreclosure Sale of substantially all assets of SSI, and these amounts are included in the liabilities of discontinued operations. Hyatt The Company received a request for indemnification from Hyatt Corporation ("Hyatt") dated July 3, 2013 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. On March 12, 2012, the Company and Hyatt Corporation ("Hyatt") entered into a Master Services and Equipment Purchase Agreement (the "MSA") pursuant to which the Company has agreed to provide in-room media and entertainment solutions, including its proprietary Interactive TV (or iTV) platform, high speed internet, free-to-guest, on-demand programming and related support services, to Hyatt-owned, managed or franchised hotels that are located in the United States, Canada and the Caribbean. Under the MSA, Hyatt will use its commercially reasonable efforts to cause its managed hotels to order the installation of the Company's iTV product in a minimum number of rooms in Hyatt hotels within certain time frames. In December 2012, the Company and Hyatt mutually agreed to suspend certain Hyatt obligations under the MSA that had not been met; including the suspension of the obligations of Hyatt to cause a certain number of rooms in both Hyatt owned and managed properties to place orders for the Company's iTV products within certain time frames. At the time of the December 2012 suspension of these Hyatt obligations, the Company had installed certain services and products in approximately 19,000 rooms (including approximately 9,000 installs of its iTV product) in Hyatt hotels. During the year ended December 31, 2013, the Company completed the installation of approximately 1,000 additional rooms. As of December 31, 2015 and December 31, 2014, deposits received on statements of work for Hyatt properties are recorded as customer deposits in the consolidated balance sheets in the amounts of approximately $1,262,000. In connection with the Merger Agreement, the Company and Hyatt entered into a Waiver and Consent Agreement dated as of March 11, 2014 (the "Hyatt Consent Agreement"), pursuant to which Hyatt provided its conditional consent and approval to the transactions contemplated by the Merger Agreement and any assignment of the Company's assets contemplated thereunder, including the assignment to SSI of the Company's right, title and interest under the MSA and under the Hotel Services & Equipment Purchase Agreements (the "HSAs") entered into by the Company with individual hotel owner entities. On September 29, 2014, the Company received a letter from Hyatt (the "September 29th Letter") notifying the Company that Hyatt is terminating the HSAs with respect to the following five hotels in which the Company has yet to install any equipment or provide any services – the Hyatt Regency Indianapolis, the Hyatt Regency Greenwich, the Grand Hyatt New York City, the Hyatt Regency Coconut Point and the Hyatt Regency Lake Tahoe (collectively, the "Hotels"). Hyatt's September 29th Letter does not affect any Hyatt hotels under the MSA currently being serviced by the Company. Hyatt's termination of the HSAs is based on alleged noncompliance by the Company and SSH with certain provisions of the Hyatt Consent Agreement. The Company evaluated the validity of the Hyatt Letter and the alleged grounds for terminating the HSAs for the Hotels, and believes such grounds are without merit. Hyatt's September 29th Letter also requested repayment of deposits in the aggregate amount of $966,000 paid to the Company by the Hotels in connection with the HSAs. A second letter dated November 14, 2014 (the "November 14th Letter") received by the Company from Hyatt demanded repayment of such deposits by November 21, 2014. Upon evaluating the validity of Hyatt's November 14th Letter and again determining that Hyatt's grounds for terminating the HSA and demanding the return of the aforementioned deposits are without merit, the Company formally responded in a letter to Hyatt dated March 3, 2015 wherein the Company denied Hyatt's claims. The Company subsequently received a third letter from Hyatt dated March 26, 2015 (the "March 26th Letter") in which Hyatt again demanded the repayment of the aforementioned deposits. The Company has evaluated the validity of the March 26th Letter and the alleged grounds for terminating the HSAs for the Hotels, and believes such grounds are without merit. The Company has not made any such repayment to Hyatt. On May 4, 2015, the Company received a letter from Hyatt alleging that the Hyatt Consent Agreement did not apply to the merger between Signal Point Holdings Corporation and the Company and further contends that such merger triggered Hyatt's right to terminate the MSA. The Company believes Hyatt's arguments and conclusion are without merit. The Parties began negotiations to rectify the disputes between them and entered into a Settlement Agreement on November 17, 2015 providing for the orderly termination of iTV services at Hyatt locations. The Settlement Agreement also provided for the extension of high speed internet services for 36 months in retained Hyatt locations and gave the Company the right to bid on all future Wi-Fi installations at hotels and business center locations. The Settlement Agreement also provided that the deposit would be used to fund transitional services and future installation costs. Finally, the Settlement Agreement provided for mutual releases. AGC The Company is in receipt of a letter dated April 10, 2015 on behalf of America's Growth Capital, LLC d/b/a AGC Partners ("AGC") demanding payment from the Company for amounts relating to the occurrence of a strategic transaction between the Company and Signal Point Holdings Corp in the amount of $300,000. The Company has evaluated all of its options, including legal options, with respect to the validity of the AGC letter and the alleged grounds for demanding payment and formally responded in a letter dated April 16, 2015 in which the Company denied AGC's claims. See Note 19 "Subsequent Events." Subsequently, the Company completed the Foreclosure Sale of substantially all assets of SSI, and these amounts are included in the liabilities of discontinued operations. NFS LITIGATION AND RELATED MATTERS On January 28, 2016, NFS Leasing, Inc. ("NFS") filed suit against SignalShare, LLC and SPHC, wholly-owned subsidiaries of the Company, for non-payment of amounts due under certain agreements with NFS and two employees of SignalShare, LLC. NFS seeks $7,828,597, plus interest and attorneys' fees, from SignalShare, LLC and seeks enforcement of certain guarantees of the debt by SPHC and named officers of SignalShare, LLC. In July 2015, SignalShare, LLC converted certain equipment leases from NFS into a secured Term Loan. The Note evidencing the loans is secured by a subordinated security interests in the assets of SignalShare and SPHC and is guaranteed by SPHC. Pursuant to an Intercreditor, Modification and Settlement Agreement, dated as of November 13, 2015 by and among NFS, SPHC, SignalShare LLC and the Company's senior lenders, such Intercreditor agreement excluded any security interest in the parent company, Roomlinx, Inc. or of the subsidiaries of SPHC, which are M2 nGage, M2 Communications, SPC and SSI. Thus, NFS' suit and claims reside solely in SignalShare LLC and SPHC, but none of the assets (other than SignalShare LLC) of SPHC. The case was filed in the U.S. District Court for the District of Massachusetts (Civ Action No. 16-10130). SPHC and SignalShare answered the complaint and are in the process of litigating the matter. NFS has also sought to include the subsidiaries of the Company in the litigation, including the DMAG. Pursuant to an Intercreditor, Modification and Settlement Agreement, dated as of November 13, 2015 by and among NFS, SPHC, SignalShare LLC and the Company's senior lenders, such Intercreditor agreement excluded any security interest in the parent company, M2 Group, or of the subsidiaries of SPHC, which are M2 nGage, M2 Communications, SPC and SSI. Thus, NFS' suit and claims reside solely in SignalShare LLC and SPHC, but none of the assets (other than SignalShare LLC) of SPHC. However, NFS amended its complaint and added the new subsidiary of the Company, Digital Media Acquisition Group Corp. ("DMAG"), to the case. It also filed a motion for a preliminary injunction to prevent the corporate restructuring resulting from the Brookville/Veritas/Allied court actions. On June 15, 2016, NFS withdrew its request for injunctive relief regarding DMAG and was granted an injunction regarding SignalShare, LLC. to prevent the company from making certain payments and required certain information regarding SignalShare. The Company believes the new amended claims are without merit, is opposing such actions and has filed motions to dismiss the claim as it relates to DMAG. The companies will vigorously defend these matters if the parties are unable to resolve the dispute. As a result of the SignalShare bankruptcy filing, the case related to SignalShare is stayed. On the same day, Joseph Costanzo, a former employee of SignalShare and a codefendant in the litigation, filed a cross claim against SignalShare and SPHC and related parties ("SPHC Parties") alleging that he was induced by SignalShare and the SPHC Parties into entering certain agreements related to NFS. Any disputes between Costanzo, the SPHC Parties and SignalShare were settled pursuant to a settlement agreement executed between the parties. Pursuant to the terms of the Settlement Agreement, the parties mutually released each other from any claims and SPHC agreed to pay Joseph Costanzo $92,000 over a period of a year associated with amounts due. Subsequently, the Company completed the Foreclosure Sale of substantially all assets of SSI, these amounts are included in the liabilities of discontinued operations. Wincomm v. SignalShare. SignalShare, LLC. received a demand letter from counsel for Winncom Technologies, Inc. demanding payment due under a note previously issued by SignalShare. The demand seeks payment of the $10,000 outstanding payment. The demand further states that if the payment is not made, Winncomm will seek payment on the entire note amount, $837,589, and threatens legal action. SignalShare has contacted Winncom's counsel and will seek to settle the matter amicably. Network Cabling V. SignalShare Network Cabling sued SignalShare, LLC. seeking $47,755 in damages for failure to pay amounts due. As a result of the SingalShare bankruptcy, IT Hospitality Solutions, LLC. v. SignalShare and Signal Point Telecommunications Corp. On January 27, 2016, IT Hospitality Solutions, LLC. filed suit against Signal Point Telecommunications Corp. ("SPTC") and SignalShare, LLC. in the Superior Court of Irenell County, North Carolina alleging failure to pay certain amounts due in the amount of approximately $453,850. On April 11, 2016, SPTC and SignalShare filed motions to dismiss for failure to state claims upon which relief can be granted. The companies intend to vigorously defend this case. As a result of the SingalShare bankruptcy, any claims related to SignalShare will be addressed by the bankruptcy court. See also "Legal Proceedings Concerning Our Principal Shareholder, Robert DePalo. Cenfin Corporate Guaranty On November 19, 2015, SignalShare Infrastructure, Inc. ("SSI") and the Company entered into a Guaranty and Payment Agreement with Cenfin LLC, a senior lender of the Company, whereby the SPTC borrowed $150,000 from SSI in exchange for an unsecured guaranty of the debt of SSI up to $1,500,000 until the $150,000 was paid back to Cenfin. As of this date, the amount has been paid in full. Cenfin Default On September 30, 2015, M2 Group and its subsidiary SSI received a notice of default under the Amended and Restricted Revolving Credit and Surety Agreement with Cenfin LLC dated March 24, 2014 (the "Credit Agreement"). SSI was unable to pay the amounts due to Cenfin, LLC and the parties agreed to allow Cenfin to foreclose under Agreement. This relates to approximately $3,622,275 of indebtedness including approximately $308,772 of accrued interest incurred by SSI which holds RoomLinx's operations prior to the Company's March 27, 2015 acquisition of Signal Point Holdings Corp. On May 11, 2016 SSI completed the foreclosure sale of substantially all assets of SSI to a non-affiliated third party at a public auction pursuant to Article 9 of the Uniform Commercial Code. The auction took place at the offices of DLA Piper LLP, 203 N. LaSalle Street, Chicago, Illinois 60601. There was one bidder and the transaction closed on May 11, 2016 and all employees of SSI were terminated and the operations of the company ceased. Cardinal Broadband, LLC. Sale: The Company is in the process of selling its Cardinal Broadband, LLC subsidiary for approximately $375,000. In accordance with applicable settlement agreement and lender documentation, the proceeds of the sale have been pledged to Cenfin, LLC, a senior debt holder of the Signal Share Infrastructure, Inc., without any offset. The transaction closed on May 1, 2016, as a result all assets and operations for Cardinal Broadband, including its interest in Arista Communications, Inc., were sold. Other than the foregoing, no material legal proceedings to which the Company (or any officer or director of the Company, or any affiliate or owner of record or beneficially of more than five percent of the Common Stock, to management's knowledge) is party to or to which the property of the Company is subject is pending, and no such material proceeding is known by management of the Company to be contemplated. Legal Proceedings Concerning Our Principal Shareholder, Robert DePalo Robert DePalo currently owns approximately 31% of the issued and outstanding common stock of M2 nGage Group, Inc. In connection with the SMA described in Item 1 above, Mr. DePalo resigned as a director, officer and/or employee of SPHC (and any subsidiaries thereof), as of March 27, 2015. As a result, Mr. DePalo has not been and will not be involved in the day to day management of the Company or any of its subsidiaries. On May 20, 2015, the New York County District Attorney charged Robert DePalo with various offenses relating to foreign investors. Simultaneously, the SEC commenced an action against Mr. DePalo (et al.) in the Southern District of New York based on the same facts alleged by the New York District Attorney. A copy of the complaint can be found on the SEC's website, www.sec.gov. The Company takes seriously the New York County District Attorney and SEC actions and will monitor these actions very closely. M2 nGage Group, Inc. has no knowledge and cannot provide any further details regarding these proceedings against Mr. DePalo. The actions described therein have no relation to the Company or its wholly-owned subsidiary, SPHC. However, pursuant to the terms of Mr. DePalo's consulting agreement, the Company is obligated to pay 100% of Mr. DePalo's legal fees whether or not related to the agreement. Other The Company is dependent on the use of incumbent local exchange carriers' local and transport networks and access services to provide telecommunications services to its customers. Charges for leasing local and transport network components and purchasing special access services historically have made up a significant percentage of both the Company's and the Predecessor Company's overall cost of providing telecommunications services to its customers. These network components and services are purchased in each market through interconnection agreements, special access contracts, commercial agreements or a combination of such agreements from the incumbent local exchange carrier, or, where available, from other wholesale network service providers. These costs are recognized in the period in which the services are delivered and are included as a component of the Company's cost of sales. Other than the foregoing, no material legal proceedings to which the Company (or any officer or director of the Company, or any affiliate or owner of record or beneficially of more than five percent of the Common Stock, to management's knowledge) is party to or to which the property of the Company is subject is pending, and no such material proceeding is known by management of the Company to be contemplated.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 19. Subsequent Events	DePalo Related Entity Litigation: On February 23, 2016, Brookville, Veritas and Allied ("Plaintiffs") filed suit in separate actions in the federal District Court for the Southern District of New York against SPHC, M2 Communications and M2 nGage ("Defendants") seeking foreclosure on the secured loans with the Defendants and the imposition of a temporary restraining order. On April 7, 2016, the Company and Brookville et al. settled the litigation as follows. The Company, in order to forebear the current foreclosures with its secured lenders, entered into a Restructuring, Omnibus Pledge, Security and Intercreditor Agreement (the "Omnibus Agreement"). The Omnibus Agreement is among the Company, SPHC, a wholly-owned subsidiary of the Company, M2 Communications, a wholly-owned subsidiary of SPHC, and M2 nGage, a wholly-owned subsidiary of SPHC. SPHC, M2 Communications and M2 nGage are collectively referred to as the "Debtors." Brookville, Veritas and Allied are collectively referred to as the "Secured Parties," and collectively with the Debtors, referred to as the "Parties." In exchange for the forbearance of the foreclosure on the assets of the Debtors, the Company agreed to transfer the subsidiaries of SPHC (specifically, M2 Communications and M2 nGage) with the exception of SignalShare LLC and SPHC to "NEWCO," a new subsidiary of the Company, so that the subsidiaries of SPHC will become subsidiaries of NEWCO. The Debtors granted the Secured Parties a lien on the assets of the Debtors and pledged the securities of NEWCO, M2 Communications and M2 nGage to the Secured Parties (collectively, the "Collateral"). The Parties: (i) reaffirmed the priorities of the Secured Parties in the Collateral; (ii) agreed that the Secured Parties' subordinated security interest in the assets of Signal Share LLC shall be governed by the terms of the Intercreditor, Modification and Settlement Agreement dated as of November 13, 2015 by and among SPHC, Signal Share, the Secured Parties and NFS Leasing, Inc. ("NFS") in which agreement NFS acknowledged that it never has, nor will it ever have any security interest in the SPHC Excluded Entities which included a) M2 Communications, b) SPC, c) M2 nGage, d) the Company, e) Signal Point Infrastructure, Inc. and their respective Affiliates and (iii) agreed the Secured Parties and SPTC shall notice EBF Lending to the transactions contemplated by the Omnibus Agreement, since EBF has filed liens on SPTC redated to an accounts receivable line of financing to which the Secured Parties have consented and any payments or amounts owed EBF will continue as is as was from either NEWCO or other applicable entity. The Parties agreed to representations, warranties and covenants consistent with the prior Loan Documents. Upon an event of default, the Secured Parties shall have all remedies confirmed in the Loan Documents at law and equity, and all rights and remedies of a secured party under the UCC. Any deficiency upon a disposition of the Collateral will bear interest at 15% per annum plus reasonable attorneys' fees. Please refer to Item 13 "Certain Relationships and Related Transactions and Director Independence" - for a description of the relationship of the Plaintiffs to Mr. DePalo. TIG The Company received a letter from Technology Integration Group ("TIG") demanding payment of approximately $2,430,000 with respect to inventory and services that the Company purchased from TIG. TIG subsequently filed an action in California State Court (Case No. 37-2012-00046436-CU-BC-NC (the "Action"). On September 23, 2014, the Company entered into a Settlement Agreement and Mutual General Release with TIG. The Settlement Agreement was conditioned on the SPHC merger taking place. On March 24, 2015, the Company, Michael S. Wasik, Anthony DiPaolo and SSI entered into the Settlement Agreement and Mutual General Release with PC Specialists Inc. (d/b/a TIG), replacing the agreement signed in the fourth quarter of 2014. As of March 23, 2015, the Company owed TIG $3,003,267, consisting of $2,064,223 for equipment purchased and stored, $879,998 of interest on such amount and $59,046 of attorneys' fees and costs. Under the Settlement Agreement, the Company agreed to pay a settlement amount of $1,919,239, of which $400,000 was paid by SPHC upon the closing of the SMA. As a result, the Company, Wasik and DiPaolo were released from the Action and TIG consented to the transfer of rights and obligations under the Settlement Agreement to SSI with no recourse to the Company or SPHC. On April 5, 2016, counsel for TIG approached the Company regarding payment deficiencies under the settlement agreement and threatened further legal action. The parties are in discussions regarding becoming current and potential restructuring on the settlement agreement terms. On May 5, 2016, TIG defaulted SSI and sought to enforce its rights under the Settlement Agreement. As of December 31, 2015 the Company had the entire liability due TIG recorded in accounts payable. Subsequently, the Company completed the Foreclosure Sale of substantially all assets of SSI, and these amounts are included in the liabilities of discontinued operations. IT Hospitality Solutions, LLC. v. SignalShare and Signal Point Telecommunications Corp. On January 27, 2016, IT Hospitality Solutions, LLC. filed suit against Signal Point Telecommunications Corp. ("SPTC") and SignalShare, LLC. in the Superior Court of Irenell County, North Carolina alleging failure to pay certain amounts due in the amount of approximately $453,850.01. On April 11, 2016, SPTC and SignalShare filed motions to dismiss for failure to state claims upon which relief can be granted. The companies intend to vigorously defend this case. Cenfin Default On September 30, 2015, Roomlinx and its subsidiary SSI received a notice of default under the Amended and Restricted Revolving Credit and Surety Agreement with Cenfin LLC dated March 24, 2014 (the "Credit Agreement"). SSI was unable to pay the amounts due to Cenfin, LLC and the parties agreed to allow Cenfin to foreclose under Agreement. This relates to approximately $3,622,275 of indebtedness including approximately $308,772 of accrued interest incurred by SSI which holds Roomlinx's operations prior to the Company's March 27, 2015 acquisition of Signal Point Holdings Corp. On May 11, 2016, SSI completed the foreclosure sale of substantially all assets of SSI to a non-affiliated third party at a public auction pursuant to Article 9 of the Uniform Commercial Code, these amounts will now be included as part of the discontinued operations. The auction took place at the offices of DLA Piper LLP, 203 N., LaSalle Street, Chicago, Illinois 60601. There was one bidder and the transaction closed on May 11, 2016 and all employees of SSI were terminated and the operations of the company ceased. Cardinal Broadband, LLC. Sale: On May 1, 2016 the Company sold Cardinal Broadband, LLC a subsidiary of SSI for approximately $375,000. In accordance with applicable settlement agreement and lender documentation, the proceeds of the sale have been pledged to Cenfin, LLC, a senior debt holder of SSI, without any offset. Accordingly, CBB has been classified as discontinued operations, see Note 6. Shutdown of SignalShare: During January 2016, the Company closed down the operations of SignalShare. This decision was made as a result of a continuing decline in revenue and increasing costs. On July 5, 2016, SignalShare filed for voluntary bankruptcy pursuant to Chapter 7 of the Bankruptcy Code. Accordingly, Signalshare has been classified as discontinued operations, see Note 6. Shutdown of SSI: On May 3, 2016 Cenfin, the senior secured lender of SSI, sold all right, title and interest in substantially all personal property of SSI to the highest qualified bidder at a public auction pursuant to Article 9 of the Uniform Commercial Code. There was one bidder and the transaction closed on May 11, 2016 and all employees of SSI were terminated and the operations of the company ceased. Accordingly, SSI has been classified as discontinued operations, see Note 6. Issuance of Series B Preferred Stock Subsequent to December 31, 2015 the company issued 2,495,000 shares of preferred series B stock for $2,495,000 to 17 shareholders. The stock carries an annual interest of 10% and is convertible into common stock of the company at $0.28 per share at the Company's option. In addition, for every Series B Preferred share purchased a warrant to purchase three shares of the Company's common stock for $.40 was issued. Amendments to Articles of Incorporation or Bylaw Subsequent to December 31, 2015, the Company filed an Amendment to Certificate of Designation After Issuance of Class or Series (the "Amendment") for the Series B Convertible Preferred Stock ("Preferred Stock") with the Secretary of State of Nevada on March 25, 2016. The Amendment increased the number of Series B Preferred Stock from 2,000,000 shares authorized to 3,000,000 shares authorized . On July 28, 2016, Roomlinx, Inc., a Nevada corporation, amended its Articles of Incorporation to change its name to M2 nGage Group, Inc. In addition, the Company's trading symbol in the over-the-counter market has been changed to MTWO from RMLX. Change in Officers On July 7, 2016, the Board of directors appointed Aaron Dobrinsky president and Christopher Broderick Treasurer of M2 Group. On May 5, 2016, Joseph Costanzo resigned all positions with M2 Group and its affiliated companies.

Summary of Significant Accoun26

Summary of Significant Accounting Policies and Principles of Consolidation (Policies)	12 Months Ended
	Dec. 31, 2015
Summary Of Significant Accounting Policies And Principles Of Consolidation Policies
Basis of Consolidation	The Company's consolidated financial statements include the financial statements of RMLX and its wholly-owned subsidiaries, SPHC, SSI and DMAG. All significant intercompany accounts and transactions have been eliminated in consolidation.
Discontinued Operations	On May 3, 2016 Cenfin, the senior secured lender of SSI, sold all right, title and interest in substantially all personal property of SSI to the highest qualified bidder at a public auction pursuant to Article 9 of the Uniform Commercial Code. There was one bidder and the transaction closed on May 11, 2016 and all employees of SSI were terminated and the operations of the company ceased. Meeting the definition under applicable accounting standards of a discontinued operation, all periods presented have been reclassified to present these operations as discontinued operations. Financial information in the consolidated financial statements and related notes have also been revised to reflect the results of the discontinued operations for all periods presented (See Note 6). Effective May 1, 2016, the stock of CBL (including its 50% interest in Arista) were sold. Meeting the definition under applicable accounting standards of a discontinued operation, all periods presented have been reclassified to present these operations as discontinued operations. Financial information in the consolidated financial statements and related notes have also been revised to reflect the results of the discontinued operations for all periods presented (See Note 6). During January 2016, the Company closed down the operations of SignalShare. This decision was made as a result of a continuing decline in revenue and increasing costs. As a result of the decision to shut down SignalShare, all applicable employees were terminated. On July 5, 2016, SignalShare filed for bankruptcy voluntarily pursuant to Chapter 7 of the Bankruptcy Code. Accordingly, SignalShare has been classified as discontinued operations in all periods presented. Financial information in the consolidated financial statements and related notes have also been revised to reflect the results of the discontinued operations for all periods presented (See Note 6). During the year ended December 31, 2013, SPHC closed down the operations of SPC. This decision was made as a result of a continuing decline in revenues, increasing costs and Federal and state regulatory environment that continued to pressure margins in the SPC businesses. As a result of the decision to shut down SPC, all applicable employees were terminated, as were leases for facilities and office space. Meeting the definition under applicable accounting standards of a discontinued operation, all periods presented have been reclassified to present these operations as discontinued operations. Financial information in the consolidated financial statements and related notes have also been revised to reflect the results of the discontinued operations for all periods presented (See Note 6). SPC operated in the communications services industry providing voice, data, and Internet services through residential and commercial telephone service, Voice over Internet Protocol ("VoIP") enabled services, prepaid and post-paid calling cards, conference calling, and wholesale carrier terminations. It was a registered and certified competitive local exchange carrier ("CLEC") providing local exchange services primarily in the New England region, and was also a licensed and registered interexchange carrier ("IXC") or "long distance" carrier, providing domestic and international long distance services. SPC marketed its services to customers either directly or through reseller channels. During the year ended December 31, 2013, SSI terminated all hotel contracts serviced by Cardinal Hospitality, Ltd. (see Note 6) meeting the definition under applicable accounting standards for discontinued operations. The liabilities assumed in connection with the reverse acquisition included $114,012 related to Cardinal Hospitality, Ltd., which has been included in the accompanying consolidated balance sheet as of December 31, 2015 under the line item of "Current liabilities of discontinued operations".
Use of Estimates	The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The accounting estimates that require management's most significant and subjective judgments include revenue recognition, the valuation of long-lived assets, goodwill, the valuation and recognition of stock-based compensation expense and acquired indefinite-lived intangible assets. In addition, the Company has other accounting policies that involve estimates such as the allowance for doubtful accounts, revenue reserves, the determination of the useful lives of long-lived assets, the recognition of the fair value of assets acquired and liabilities assumed in business combinations, accruals for estimated tax and legal liabilities, valuation allowance for deferred tax assets, and cost of revenue disputes for communications services. Actual results may differ from these estimates under different assumptions or conditions and such differences could be material.
Cash and cash equivalents	For purposes of financial statement presentation, the Company considers all highly liquid investments with maturities of three months or less to be cash and cash equivalents.
Accounts Receivable and Allowance for Doubtful Accounts	The Company extends credit to certain customers in the normal course of business, based upon credit evaluations, primarily with 30 – 60 day terms. The Company's reserve requirements are based on the best facts available to the Company and are reevaluated and adjusted as additional information is received. The Company's reserves are also based on amounts determined by using percentages applied to certain aged receivable categories. These percentages are determined by a variety of factors including, but not limited to, current economic trends, historical payment and bad debt write-off experience. Accounts are written off when they are deemed uncollectible.
Property, equipment, and software	Property, equipment, and software are recorded at cost, using the straight-line method over the estimated useful life of the related assets as shown below. Telephone equipment 5 – 9.5 years Machinery and equipment 3 – 10 years Furniture and fixtures 5 – 7 years Vehicles 4 – 5 years Leasehold improvements 3 years Computer software 3 years Leasehold improvements are depreciated over the shorter of their estimated useful lives or their reasonably assured lease terms. Major improvements that extend the useful life or add functionality to property are capitalized. Expenditures for repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in the consolidated statements of operations. The Company performs periodic internal reviews to determine depreciable lives of its property, equipment and software based on input from Company personnel, actual usage and the physical condition of the Company's property, equipment and software.
Accounts Payable Claims and Disputes	The Company has established a systematic approach to record accounts payable based on invoice amount, net of claims filed and acknowledged by vendors, as well as any additional credits received. Billings from carriers frequently require adjustment to reflect the Company's correct usage of those carrier services. All claims by the Company against vendors are netted against payables to those vendors and expect to be settled through credits issued by vendors. Any additional credits received such as late fees usually waived by vendors, are generally insignificant.
Revenue Recognition	M2 Communications derives the majority of its revenue from monthly recurring fees and usage-based fees that are generated principally by sales of its network, carrier and subscription services. Monthly recurring fees include the fees billed by M2 Communications's network and carrier services customers for lines in service and additional features on those lines. M2 Communications primarily bills monthly recurring fees in advance, and recognizes the fees in the period in which the service is provided. Usage-based fees consist of fees billed by M2 communications' network and carrier services customers for each call made. These fees are billed in arrears and recognized in the period in which the service is provided. Subscriber fees include monthly recurring fees billed by M2 communications' end-user subscribers for lines in service, additional features on those lines, and usage-based per-call and per-minute fees. Subscriber fees also consist of provision of access to data, wireless, and VoIP services. These fees are billed in advance for monthly recurring items and in arrears for usage-based items, and revenues are recognized in the period in which service is provided.
Deferred Revenue and Customer Prepayments	M2 Communications bills customers in advance for certain of its telecommunications services. If the customer makes payment before the service is rendered to the customer, M2 Communications records the payment in a liability account entitled customer prepayments and recognizes the revenue related to the communications services when the customer receives and utilizes that service, at which time the earnings process is complete.
Advertising Costs	Advertising costs are expensed as incurred. Advertising expense for the year ended December 31, 2015 and 2014 were approximately $0 and $269, respectively.
Prepaid Expenses and Other Current Assets	Prepaid expenses and other current assets consist of services, insurance, maintenance contracts and refundable deposits. Other than refundable deposits, prepayments are expensed on a straight-line basis over the corresponding life of the underlying agreements.
Cost of sales	Cost of sales consists primarily of leased transport charges and usage costs for local and long distance calls. Leased transport charges are the payments the Company makes to lease the telephone and data transmission lines it uses to connect customers to the Company's network and to connect the Company's network to the networks of other carriers. Usage costs for local and long distance calls are the costs incurred to connect the calls made by customers that are terminated on the networks of other carriers. These costs may include an estimate of charges for which invoices have not yet been received, and may be based upon the estimated number of transmission lines and facilities in service, estimated minutes of use, estimated amounts accrued for pending disputes with other carriers, as well as upon the contractual rates charged by the Company's service providers. Subsequent adjustments to these estimates may occur after the bills are received for the actual costs incurred, but these adjustments generally are not expected to have a material impact on the operating results based on management's historical experience. Judgment is required in estimating the ultimate outcome of the dispute resolution process, as well as any other amounts that may be incurred to conclude the negotiations or settle any litigation. Actual results may differ from estimates and such differences could be material.
Selling, General and Administrative Expenses	The Company's selling, general and administrative expenses are defined as expenses incurred by the Company that relate directly to the day-to-day operations and the administration of the Company. These costs consist primarily of, but are not limited to, compensation, depreciation and amortization, commissions, selling and marketing, customer service, billing, corporate administration, engineering, personnel and other costs.
Concentration of Credit Risk	Financial instruments that potentially subject the Company to credit risk consist of cash, cash equivalents and accounts receivable. Exposure to losses on accounts receivable is principally dependent on each customer's financial condition. The Company monitors its exposure for customer credit losses and maintains allowances for anticipated losses. The Company places its cash and cash equivalents in financial institutions insured by the Federal Depository Insurance Corporation, to the maximum amount of that coverage. Additionally, the Company limits its amount of credit exposure to any one institution. The Company has never experienced any losses in these accounts and believes that its credit risk exposure with respect to cash balances held by depository institutions is limited.
Concentrations	The Company currently leases its transport capacity from a limited number of suppliers and is dependent upon the availability of transmission facilities owned by the suppliers. The Company is vulnerable to the risk of renewing favorable supplier contracts and timeliness of the supplier in processing the Company's orders for customers, and is at risk related to regulation and regulatory developments that govern the rates to be charged to the Company and, in some instances, whether certain facilities are required to be made available to the Company. The Company has three major suppliers: Verizon Communications, Inc., Level 3 Communications, LLC and Altiva, LLC that account for approximately 59% of its cost of services for the year ended December 31, 2015 and two major suppliers: Verizon Communications, Inc. and Alteva LLC that account for a combined 50% of its cost of services for the year ended December 31, 2014. Verizon, Level 3 Communications and Alteva LLC accounted for a combined 29% o
Goodwill	Goodwill represents the excess of cost over the fair value of net assets of businesses acquired. In accordance with the provisions of ASC 350 "Intangibles — Goodwill and Other" ("ASC 350"), the Company does not amortize goodwill or other acquired intangible assets with indefinite useful lives. The Company has identified two reporting units as defined in ASC 350. Goodwill is assessed for impairment at least annually, based upon the Company's estimate of the fair value of the reporting units. The Company assesses the carrying value of its goodwill at December 31 of each fiscal year. In accordance with the Intangibles - Goodwill and Other Topic, goodwill of a reporting unit will also be tested for impairment between annual tests if a triggering event occurs, as defined by the "Intangibles – Goodwill and Other Topic," that could potentially reduce the fair value of the reporting unit below its carrying value. Testing for impairment of goodwill per US GAAP follows a two-step impairment test model and, an additional, initial qualitative assessment related to goodwill impairment. In accordance with the relevant accounting standards, the Company has chosen not to implement this initial qualitative assessment in making its impairment decision with respect to goodwill recorded in its accounts and has proceeded directly to step 1 as explained below: Step 1. The carrying amount of the asset is compared with the undiscounted cash flows it is expected to generate. If the carrying amount is lower than the undiscounted cash flows, no impairment loss is recognized and Step 2 is not necessary. If the carrying amount is higher than the undiscounted cash flows, then Step 2 quantifies the impairment loss. Step 2. An impairment loss is measured as the difference between the carrying amount and fair value. Fair value is defined as the price that would be received to sell an asset or that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company determined that at March 31, 2015, the goodwill created through the Company's reverse acquisition in connection with the SMA could not be supported through the projected future cash flows of the Company. Accordingly, the Company determined that the goodwill arising from the March 27, 2015 reverse acquisition transaction was impaired and an impairment charge of $42,847,066 was included in the loss from discontinued operations during the year ended December 31, 2015. In addition, The Company determined that at December 31, 2015, the goodwill remaining on its books from the 2013 acquisition of SignalShare could not be supported through the projected future cash flows of the Company due to the operations being discontinued in January 2016. Accordingly, the Company determined that the goodwill was impaired and an impairment charge of $4,121,284 was included in the loss from discontinued operations during the year ended December 31, 2015.
Impairment of Long Lived Assets	- In accordance with ASC 360 "Property, Plant, and Equipment" (the "PP&E Topic"), long-lived assets are periodically evaluated for potential impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. In the event that periodic assessments determine that the carrying amount of the asset exceeds the sum of the undiscounted cash flows (excluding interest on any borrowings used to fund the assets) that are expected to result from the use and eventual disposition of the asset, the Company would recognize an impairment loss to the extent the carrying amount exceeded the fair value of the property. The Company estimates the fair value using available market information or other industry valuation techniques such as present value calculations. There has been no indication since then that the fair value of that property, plant and equipment has declined.
Deferred finance fees - current	Deferred finance fees - current consist of deferred financing costs associated with debt that has been reclassified as current due to their default status.
Other Assets	Other assets consist primarily of long term leases receivable and long term accounts receivables- leases and direct.
Fair Value of Financial Instruments	We adopted the guidance of ASC 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2 - Inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3 - Inputs are unobservable inputs which reflect the reporting entity's own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, prepaid expenses, other current assets, accounts payable, accrued expenses, loans payable, deferred revenue and other current liabilities approximate their fair market value based on the short term maturity of these instruments. ASC 825-10 "Financial Instruments," allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding financial instruments.
Foreign Currency Translation and Comprehensive Income (Loss)	The US Dollar is the functional currency of the Company. Assets and liabilities denominated in foreign currencies are re-measured into US Dollars at each reporting period-end exchange rates. Income and expenses are translated at an average exchange rate for the reporting periods, equity is translated at historical rates and the resulting translation gain (loss) adjustments are accumulated as a separate component of the deficit. Foreign currency gains and losses from transactions denominated in other than respective local currencies are included in other income (expense) in the consolidated statements of operations and comprehensive loss.
Earnings Per Share	The Company computes earnings 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 stock would be anti-dilutive.
Income Taxes	The Company accounts for income taxes using the asset/liability method prescribed by ASC 740, "Accounting for Income Taxes." Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company applied the provisions of ASC 740-10-50, "Accounting for Uncertainty in Income Taxes," which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our consolidated financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company's liability for income taxes. Any such adjustment could be material to the Company's results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of December 31, 2015, the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.
Legal and Contingency Reserves	The Company accounts for legal and other contingencies in accordance with ASC 450 "Contingencies." Loss contingencies are accrued by a charge to income if two conditions are met. The first condition is that information existing prior to the issuance of the consolidated financial statements indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the consolidated financial statements. It is implicit in this condition that it must be probable that one or more future events will occur confirming the fact of the loss. The second condition is that the amount of the loss can be reasonably estimated. There were no legal or contingency reserves that met the requirements to be recorded. See Note 18 for discussion of commitments and contingency matters.
Recent Accounting Pronouncements	ASU 2016-01 In January 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) 2016-01, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this guidance. ASU 2015-17 In November 2015, the FASB issued (ASU) 2015-17, Balance Sheet Classification of Deferred Taxes. Currently deferred taxes for each tax jurisdiction are presented as a net current asset or liability and net noncurrent asset or liability on the balance sheet. To simplify the presentation, the new guidance requires that deferred tax liabilities and assets for all jurisdictions along with any related valuation allowances be classified as noncurrent in a classified statement of financial position. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016, and early adoption is permitted. The Company has adopted this guidance in the fourth quarter of the year ended December 31, 2015 on a retrospective basis. The adoption of this guidance did not have a material impact on the Company's financial position, results of operations or cash flows, and did not have any effect on prior periods due to the full valuation allowance against the Company's net deferred tax assets. ASU 2015-16 In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement – Period Adjustments. Changes to the accounting for measurement-period adjustments relate to business combinations. Currently, an acquiring entity is required to retrospectively adjust the balance sheet amounts of the acquiree recognized at the acquisition date with a corresponding adjustment to goodwill as a result of changes made to the balance sheet amounts of the acquiree. The measurement period is the period after the acquisition date during which the acquirer may adjust the balance sheet amounts recognized for a business combination (generally up to one year from the date of acquisition). The changes eliminate the requirement to make such retrospective adjustments, and, instead require the acquiring entity to record these adjustments in the reporting period they are determined. The new standard is effective for both public and private companies for periods beginning after December 15, 2015. Adoption of this new standard is not expected to have a material impact on the Company's consolidated financial statements. ASU 2015-15 In August 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-15, "Interest - Imputation of Interest (Subtopic 835-30)." ASU 2015-15 provides guidance as to the presentation and subsequent measurement of debt issuance costs associated with line of credit arrangements. We do not expect the adoption of ASU 2015-15 to have a material effect on our financial position, results of operations or cash flows. ASU 2015-14 In August 2015, the FASB issued ASU No. 2015-14, Revenue From Contracts With Customers (Topic 606)." The amendments in this ASU defer the effective date of ASU 2014-09. Public business entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. We are still evaluating the effect of the adoption of ASU 2014-09. ASU 2015-11 In July 2015, the FASB issued ASU No. 2015-11, "Simplifying the Measurement of Inventory (Topic 330)." ASU 2015-11 simplifies the accounting for the valuation of all inventory not accounted for using the last-in, first-out ("LIFO") method by prescribing that inventory be valued at the lower of cost and net realizable value. ASU 2015-11 is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016 on a prospective basis. We do not expect the adoption of ASU 2015-11 to have a material effect on our financial position, results of operations or cash flows. ASU 2015-05 In April 2015, the FASB issued ASU 2015-05, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40)." ASU 2015-05 provides guidance regarding the accounting for a customer's fees paid in a cloud computing arrangement; specifically about whether a cloud computing arrangement includes a software license, and if so, how to account for the software license. ASU 2015-05 is effective for public companies' annual periods, including interim periods within those fiscal years, beginning after December 15, 2015 on either a prospective or retrospective basis. Early adoption is permitted. We do not expect the adoption of ASU 2015-05 to have a material effect on our financial position, results of operations or cash flows. ASU 2015-03 In April 2015, the FASB issued ASU No. 2015-03, "Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs." The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments are effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The amendments are to be applied on a retrospective basis, wherein the balance sheet of each individual period presented is adjusted to reflect the period-specific effects of applying the new guidance. We have adopted ASU 2015-03 on January 1, 2016. There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows.

Reverse Acquisition (Tables)

Reverse Acquisition (Tables)	12 Months Ended
	Dec. 31, 2015
Reverse Acquisition Tables
Summary of assets acquired and liabilities assumed from the reverse acquisition transaction	The following table summarizes the assets acquired and liabilities assumed from the reverse acquisition transaction: Property and equipment $ 78,807 Cash in bank 812,756 Account receivable 856,282 Leases receivable 575,471 Prepaid expenses 151,604 Inventory 129,665 Other assets 83,215 Current liabilities (5,922,133 ) Debt (3,640,839 ) Liabilities of discontinued operations (117,573 ) Other liabilities (144,807 ) Class A preferred stock (144,000 ) Goodwill 42,847,066 Total $ 35,565,514

Summary of Significant Accoun28

Summary of Significant Accounting Policies and Principles of Consolidation (Tables)	12 Months Ended
	Dec. 31, 2015
Summary Of Significant Accounting Policies And Principles Of Consolidation Tables
Summary of property and equipment	Property, equipment, and software are recorded at cost, using the straight-line method over the estimated useful life of the related assets as shown below. Telephone equipment 5 – 9.5 years Machinery and equipment 3 – 10 years Furniture and fixtures 5 – 7 years Vehicles 4 – 5 years Leasehold improvements 3 years Computer software 3 years

Acquisitions (Tables)

Acquisitions (Tables)	12 Months Ended
	Dec. 31, 2015
Acquisitions Tables
Schedule of recognized amounts of assets acquired	The following table summarizes the recognized amounts of assets acquired. Identifiable intangible assets. $ 1,800,000 Total consideration $ 1,800,000

The Shutdown of SPC, CHL, Sig30

The Shutdown of SPC, CHL, SignalShare, CBL and SSI and their Presentation as Discontinued Operations (Tables)	12 Months Ended
	Dec. 31, 2015
Shutdown Of Spc Chl Signalshare Cbl And Ssi And Their Presentation As Discontinued Operations Tables
Schedule of comprehensive loss related to the asset group serviced by CHL	The primary components of the amounts reported as discontinued operations are summarized in the following table: Loss from Discontinued Operations For the years ended December 31, 2015 2014 Revenues $ 8,378,753 $ 5,630,918 Cost of sales 7,880,958 5,708,659 Gross profit 497,795 (77,741 ) Selling, general and administrative expenses 5,923,213 3,357,619 Impairment of goodwill 46,968,350 - Other expenses. (2,845,104 ) (526,710 ) Other income. 149,406 136,310 Loss from discontinued operations before income taxes (55,089,466 ) (3,825,760 ) Income taxes. - - Loss from discontinued operations, net of tax. $ (55,089,466 ) $ (3,825,760 ) Assets and Liabilities of Discontinued Operations Balance at December 31, 2015 2014 Assets Cash $ 267,952 $ 926,258 Accounts receivable, net 2,230,635 736,321 Leases receivable, current portion 250,464 - Prepaid expenses and deferred cost 1,431,550 401,250 Equipment Purchased for Sale 2,058,396 1,069,522 Security Deposits 345,261 - Property, plant and equipment held for sale 867,280 - Other current assets 2,113,558 - Total current assets of discontinued operations 9,565,096 3,133,351 Property, plant and equipment, net - 435,428 Goodwill - 4,121,284 Security Deposits - 255,795 Other assets - 987,943 Total assets of discontinued operations $ 9,565,096 $ 8,933,801 Liabilities Accounts payable and accrued expenses $ 13,808,274 $ 5,377,354 Line of credit, net of discount, current portion 3,240,161 - Capital leases payable 2,580,700 2,425,043 Customer deposits 1,767,761 - Note payable and other obligations, current portion 4,943,782 - Deferred revenue and Customer Prepayments 2,551,850 737 Total current liabilities of discontinued operations 28,892,528 7,803,134 Non-current lease obligations - 5,040,948 Total liabilities of discontinued operations $ 28,892,528 $ 12,844,082
Schedule of future minimum receipts on leases receivable	Future minimum receipts on leases receivable are as follows: Years Ended December 31, Minimum Receipts 2016 $ 250,464 2017 19,050 $ 269,514
Property, Plant and Equipment of discontinued operations	Property, equipment and equipment consist of the following: Balance at December 31, 2015 2014 Property, Plant and Equipment Machinery and equipment $ 1,402,263 $ 511,224 Furniture, fixtures and equipment 632,530 3,934 Software. 762,779 127,060 Total property, equipment and software 2,797,572 642,218 Less: accumulated depreciation (1,930,292 ) (206,790 ) Property, plant and equipment, net $ 867,280 $ 435,428
Capital Lease Obligations	The Company had several capital lease obligations. Property under those capital lease obligations (included in property, equipment and software as per above) at December 31, 2015 and 2014 consist of the following: December 2015 2014 Capital Lease Property Machinery & equipment $ 550,278 $ 564,228 Software 125,587 125, 587 Less: Accumulated depreciation (279,800 ) (274,815 ) Net capital lease property $ 396,065 $ 415,000
Future minimum lease obligations under the capital leases	Future minimum lease obligations under the capital leases consist of the following at December 31, 2015: Year Amount 2016 $ 2,713,655 Total 2,713,655 Less – amounts representing interest (338,095 ) Present value of net minimum lease payments 2,375,560 Less: Current portion (2,375,560 ) Net long-term portion $ -
Lease related accounts receivable and the lease obligations	The lease related accounts receivable and the lease obligations, together with the balance sheet caption that contains each amount are as follows: Balance at December 31, 2015 2014 Lease accounts receivable Current portion (accounts receivable) $ 151,672 $ 149,507 Long-term portion (other assets) 53,468 208,086 Total lease accounts receivable $ 205,140 $ 357,593 Lease obligations Current portion (capital leases payable) $ 205,140 $ 149,507 Long-term portion (non-current lease obligations). - 208,086 Total lease obligations $ 205,140 $ 357,593
Summary of Signal Share lease transactions	Below is the summary of SignalShare lease transactions at December 31, 2015: Capital Leases Finance Leases Total Leases payable - current portion $ 2,375,560 $ 205,140 $ 2,580,700 Leases payable - long term portion - - - Total leases payable $ 2,375,560 $ 205,140 $ 2,580,700 Below is the summary of SignalShare lease transactions at December 31, 2014: Capital Leases Finance Leases Total Leases payable - current portion $ 2,275,536 $ 149,507 $ 2,425,043 Leases payable - long term portion 4,832,862 208,086 5,040,948 Total leases payable $ 7,108,398 $ 357,593 $ 7,465,991
Schedule of future minimum payments under line of credit	Future minimum payments under the line of credit are as follows: Years ended December 31, Minimum Payments 2016 $ 3,388,554 Unamortized Debt Discount (148,393 ) Net line of credit balance 3,240,161 Less Current Portion (3,240,161 ) Net line of credit balance $ -
Schedule of outstanding notes payable	As of December 31, 2015, the Company had the following outstanding notes payable of discontinued operations: Amount FCC note $ 8,932 NFS bridge loans 79,959 Tran short term note 345,000 NFS note 4,509,891 Total $ 4,943,782

Property, Equipment and Softw31

Property, Equipment and Software, net (Tables)	12 Months Ended
	Dec. 31, 2015
Property Equipment And Software Net Tables
Summary of Property, Equipment and Software, net (Tables)	Property, equipment and software consist of the following: Balance at December 31, 2015 2014 Property, Equipment and Software Machinery and equipment $ 4,635,055 $ 4,635,055 Equipment offsite 121,808 121,808 Furniture, fixtures and equipment 195,529 141,220 Trucks and autos 36,040 36,040 Total property, equipment and software 4,988,432 4,934,123 Less: accumulated depreciation (4,926,916 ) (4,923,295 ) Property, equipment and software, net $ 61,516 $ 10,828

Notes Payable - Related Parti32

Notes Payable - Related Parties (Tables)	12 Months Ended
	Dec. 31, 2015
Notes Payable - Related Parties Tables
Summary of the outstanding balance of the various notes payable	A summary of the outstanding balance of the various notes payable is as follows: Balance at December 31, 2015 2014 Brookville Special Purpose Fund $ 2,102,496 $ 2,284,161 Veritas High Yield Fund, net of $0 and $43,258 unamortized debt discount at December 31, 2015 and 2014, respectively 385,509 615,470 Allied International Fund, Inc. 371,161 - Allied International Fund Series A 2,100,042 - Total notes payable – related parties 4,959,208 2,899,631 Less: current portion of notes payable – related parties (3,160,623 ) (832,030 ) Long-term portion of notes payable, related party $ 1,798,585 $ 2,067,601
Schedule of principal payments for the Brookville Special Purpose Fund note payable	A schedule of principal payments for the Brookville, Veritas, Allied and Allied International Fund Series A notes payable, by year, is set forth below. Year Amount 2016 $ 3,160,622 2017 281,680 2018 305,056 2019 330,375 2020 357,796 Thereafter 523,678 Total $ 4,959,207

Accrued Expenses (Tables)

Accrued Expenses (Tables)	12 Months Ended
	Dec. 31, 2015
Accrued Expenses Tables
Consist of Accrued expenses	Accrued expenses consist of the following: Balance at December 31, 2015 2014 Cost of service $ 446,031 $ 466,016 Selling, general and administrative expense 867,594 269,916 Compensation 141,473 128,436 Total $ 1,455,098 $ 864,368

Operating Lease Commitments (Ta

Operating Lease Commitments (Tables)	12 Months Ended
	Dec. 31, 2015
Operating Lease Commitments Tables
Summary the future minimum lease commitments under non-cancelable operating office leases	The following table summarizes the future minimum lease commitments under the non-cancelable operating office lease as of December 31, 2015. December 31, Amount 2016 $ 278,025 2017 283,462 2018 288,909 2019 97,964 Total $ 948,360

Warrants, Stock Option Plans 35

Warrants, Stock Option Plans and Stock Appreciation Rights (Tables)	12 Months Ended
	Dec. 31, 2015
Warrants Stock Option Plans And Stock Appreciation Rights Tables
Summary of assumptions utilized in the estimation of fair value of warrants granted	The following are the assumptions utilized in the estimation of fair value of warrants granted during 2015: Expected term 5 years Expected volatility 222 % Risk free interest rate 1.60 % Dividend yield 0 %
Summary of warrant activity	The following is a summary of warrant activity for the year ended December 31, 2015: Shares Underlying Warrants Weighted Average Exercise Price Weighted Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2014 - $ - - $ - Issued 250,000 1,80 4.92 - Outstanding at January 1, 2015 250,000 1.80 4.92 - Issued 2,588,888 1.80 4.57 - Warrants assumed through reverse acquisition 11,214 170.17 - - Expired/Cancelled (11,214 ) 170.17 - - Outstanding and exercisable at December 31, 2015 2,838,888 $ 1.80 4.51 $ -
Summary of stock option activity under the Stock Option Plan is presented	A summary of stock option activity under the Stock Option Plan is presented below: Shares Underlying Options Weighted Average Exercise Price Weighted Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2014 - $ - - $ - Granted and Issued 795,000 1.80 4.90 - Outstanding at December 31, 2014 795,000 1.80 4.90 - Granted and Issued 4,885,000 1.80 3.95 - Options assumed through reverse acquisition 14,221 97.92 - - Expired/Cancelled (484,396 ) 2.46 - - Outstanding at December 31, 2015 5,209,825 2.00 4.18 - Exercisable at December 31, 2015 2,043,105 2.31 4.18 - Un-exercisable at December 31, 2015 3,166,720 $ 1.80 4.19 -
Summary of assumptions utilized in the estimation of stock-based compensation related to the stock options granted	The following are the assumptions utilized in the estimation of stock-based compensation related to the stock options granted for the years ended December 31, 2015 and 2014: 2015 2014 Expected term 5 years 5 years Expected volatility 254 % 195 % Risk free interest rate 0.58 % 1.07 % Dividend yield 0 % 0 %
Estimation of stock-based compensation related to the SARs granted	The following are the assumptions utilized in the estimation of stock-based compensation related to the SARs granted for the years ended December 31, 2015: 2015 Expected term 3 years Expected volatility 216 % Risk free interest rate 0.92 % Dividend yield 0 % The following are the assumptions utilized in the estimation of stock-based compensation related to the SARs granted for the year ended December 31, 2014: 2014 Expected term 2 years Expected volatility 221 % Risk free interest rate 0.48 % Dividend yield 0 %
Summary of SAR activity	A summary of SAR activity is presented below: Shares Underlying SARs Weighted Average Exercise Price Weighted Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2014 - $ - - $ - Granted and Issued 15,500,000 0.28 2.0 - Outstanding at January 1, 2015 15,500,000 0.28 2.0 - Granted and Issued 11,250,000 0.44 1.37 - Expired/Cancelled (7,750,000 ) 0.28 - - Outstanding at December 31, 2015 19,000,000 0.37 1.78 - Exercisable at December 31, 2015 - - - - Un-exercisable at December 31, 2015 19,000,000 $ 0.37 1.78 $ -

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2015
Income Taxes Tables
Schedule of effective income tax rate reconciliation	At December 31, 2015 and 2014, the Company had federal and state net operating loss carry forwards of approximately $133.1 million and $51.6 million, respectively, that begin to expire in 2022. December 31, 2015 2014 Statutory federal income tax rate 35.0 % 35.0 % Combined average statutory state and local income tax rate (7.4%) net of federal benefits 4.8 % 4.8 % Net operating losses and other tax benefits for which no current benefit is being realized (39.8 )% (39.8 )% Effective tax rate 0.0 % 0.0 %
Schedule of deferred tax asset and liabilities result	Deferred income taxes result from temporary differences in the recognition of income and expenses for financial reporting purposes and for tax purposes. The tax effect of these temporary differences representing the deferred tax asset and liabilities result principally from the following for the years ended December 31, 2015 and 2014. December 31, 2015 2014 Deferred tax assets Net operating loss carryforwards $ 46,586,000 $ 18,071,000 State and local operating loss carryforwards 6,389,000 2,478,000 Less: valuation allowance (52,975,000 ) (20,549,000 ) Net deferred tax asset $ - $ -

Arista Communications, LLC. (Ta

Arista Communications, LLC. (Tables)	12 Months Ended
	Dec. 31, 2015
Arista Communications Llc. Tables
Schedule of financial information of joint venture	Financial information for Arista Communications, LLC, for the period from March 27, 2015 (date of Acquisition) to December 31, 2015 is as follows: Period from March 27, to December 31, 2015 Revenue $ 53,991 Direct Costs (43,663 ) Operating expenses (25,862 ) Net loss $ (15,534 )

Pro-forma Financial Informati38

Pro-forma Financial Information (Tables)	12 Months Ended
	Dec. 31, 2015
Pro-forma Financial Information Tables
Disclosure of Supplementary Pro Forma Information for Business Combinations	These pro-forma results are presented in compliance with the adoption of Accounting Standards Update ("ASU") 2010-29, Business Combinations Disclosure of Supplementary Pro Forma Information for Business Combinations For the years ended December 31, 2015 2014 Revenues $ 10,610,520 $ 11,294,276 Cost of sales 6,933,066 8,053,486 Gross profit 3,677,454 3,240,790 Selling, general and administrative expenses 29,070,604 10,417,592 Operating loss (25,393,150 ) (7,176,802 ) Interest expense, net (982,252 ) (896,298 ) Other income, net (14,776 ) (97,686 ) Loss from continuing operations before income taxes (26,081,396 ) (8,170,786 ) Income taxes. - - Loss from continuing operations (26,390,178 ) (8,170,786 ) Loss from discontinued operations (13,105,307 ) (6,496,780 ) Net loss (39,495,485 ) (14,667,566 ) Net loss attributable to the non-controlling interest – discontinued operations 9,106 8,243 Net loss attributable to M2 nGage Group, Inc. (39,486,379 ) (14,659,323 ) Less: Dividends on preferred stock (175,000 ) (600,000 ) Net loss attributable to M2 nGage Group, Inc. common shareholders (39,661,379 ) (15,259,323 ) Other comprehensive income - currency translation loss 10,196 10,520 Comprehensive loss $ (39,651,183 ) $ (15,248,803 )

Reverse Acquisition (Details)

Reverse Acquisition (Details)	Dec. 31, 2015USD ($)
Reverse Acquisition Details
Property and equipment	$ 78,807
Cash in bank	812,756
Account receivable	856,282
Leases receivable	575,471
Prepaid expenses	151,604
Inventory	129,665
Other assets	83,215
Current liabilities	(5,922,133)
Debt	(3,640,839)
Liabilities of discontinued operations	(117,573)
Other liabilities	(144,807)
Class A preferred stock	(144,000)
Goodwill	42,847,066
Total	$ 35,565,514

Going Concern Matters (Details

Going Concern Matters (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Going Concern Matters Details Narrative
Cash on hand	$ 35,570	$ 1,584,541	$ 35,086
Net loss attributable to the Company	(81,471,877)	(11,996,546)
Impairment of goodwill	46,968,350
Net cash used in operating activities	$ (4,601,202)	$ (10,206,776)

Summary of Significant Accoun41

Summary of Significant Accounting Policies and Principles of Consolidation (Details)	12 Months Ended
	Dec. 31, 2015
Telephone Equipment [Member] | Minimum [Member]
Estimated useful life	5 years
Telephone Equipment [Member] | Maximum [Member]
Estimated useful life	9 years 6 months
Machinery And Equipment [Member] | Minimum [Member]
Estimated useful life	3 years
Machinery And Equipment [Member] | Maximum [Member]
Estimated useful life	10 years
Furniture, fixtures and equipment [Member] | Minimum [Member]
Estimated useful life	5 years
Furniture, fixtures and equipment [Member] | Maximum [Member]
Estimated useful life	7 years
Vehicles [Member] | Minimum [Member]
Estimated useful life	4 years
Vehicles [Member] | Maximum [Member]
Estimated useful life	5 years
Leasehold Improvements [Member]
Estimated useful life	3 years
Computer Software [Member]
Estimated useful life	3 years

Summary of Significant Accoun42

Summary of Significant Accounting Policies and Principles of Consolidation (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Advertising expense	$ 0	$ 269
Acquisition cost	9,565,096	$ 3,133,351
Impairment of goodwilll	46,968,350
SMA [Member]
Impairment of goodwilll	42,847,066
SignalShare [Member]
Impairment of goodwilll	4,121,284
Cardinal Hospitality, Ltd.
Acquisition cost	$ 114,012
Customer Concentration Risk [Member] | Verizon Communications, Inc., Level 3 Communications, LLC and Altiva, LLC [Member]
Cost of services	59.00%
Accounts payable balance	29.00%
Customer Concentration Risk [Member] | Verizon Communications, Inc. And Alteva LLC [Member]
Cost of services		50.00%
Accounts payable balance		28.00%

Acquisitions (Details)

Acquisitions (Details)	Dec. 31, 2015USD ($)
Acquisitions Details
Identifiable intangible assets	$ 1,800,000
Total consideration	$ 1,800,000

The Shutdown of SPC, CHL, Sig44

The Shutdown of SPC, CHL, SignalShare, CBL and SSI and their Presentation as Discontinued Operations (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Revenues	$ 10,610,520	$ 11,294,276
Cost of sales	6,933,066	8,053,486
Gross profit	3,677,454	3,240,790
Selling, general and administrative expenses	29,070,604	10,417,592
Impairment of goodwill	46,968,350
Loss from discontinued operations before income taxes	(26,390,178)	(8,170,786)
Income taxes.
Loss from discontinued operations, net of tax.	(55,089,466)	(3,825,760)
Subsidiaries [Member]
Revenues	8,378,753	5,630,918
Cost of sales	7,880,958	5,708,659
Gross profit	497,795	(77,741)
Selling, general and administrative expenses	5,923,213	3,357,619
Impairment of goodwill	46,968,350
Other expenses.	(2,845,104)	(526,710)
Other income.	149,406	136,310
Loss from discontinued operations before income taxes	(55,089,466)	(3,825,760)
Income taxes.
Loss from discontinued operations, net of tax.	$ (55,089,466)	$ (3,825,760)

The Shutdown of SPC, CHL, Sig45

The Shutdown of SPC, CHL, SignalShare, CBL and SSI and their Presentation as Discontinued Operations (Details 1) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Assets
Property, plant and equipment held for sale	$ 2,797,572	$ 642,218
Other assets		5,800,450
Total assets of discontinued operations	13,074,879	13,986,635
Liabilities
Note payable and other obligations, current portion	4,943,782
Total liabilities of discontinued operations	42,081,646	21,674,489
Subsidiaries [Member]
Assets
Cash	267,952	926,258
Accounts receivable, net	2,230,635	736,321
Leases receivable, current portion	250,464
Prepaid expenses and deferred cost	1,431,550	401,250
Equipment Purchased for Sale	2,058,396	1,069,522
Security Deposits	345,261
Property, plant and equipment held for sale	867,280
Other current assets	2,113,558
Total current assets of discontinued operations	9,565,096	3,133,351
Property, plant and equipment, net		435,428
Goodwill		4,121,284
Security Deposits		255,795
Other assets		987,943
Total assets of discontinued operations	9,565,096	8,933,801
Liabilities
Accounts payable and accrued expenses	13,808,274	5,377,354
Line of credit, net of discount, current portion	3,240,161
Capital leases payable	2,580,700	2,425,043
Customer deposits	1,767,761
Note payable and other obligations, current portion	4,943,782
Deferred revenue and Customer Prepayments	2,551,850	737
Total current liabilities of discontinued operations	28,892,528	7,803,134
Non-current lease obligations		5,040,948
Total liabilities of discontinued operations	$ 28,892,528	$ 12,844,082

The Shutdown of SPC, CHL, Sig46

The Shutdown of SPC, CHL, SignalShare, CBL and SSI and their Presentation as Discontinued Operations (Details 2)	Dec. 31, 2015USD ($)
Shutdown Of Spc Chl Signalshare Cbl And Ssi And Their Presentation As Discontinued Operations Details 2
2,016	$ 281,680
2,017	305,056
Minimum Receipts	$ 269,514

The Shutdown of SPC, CHL, Sig47

The Shutdown of SPC, CHL, SignalShare, CBL and SSI and their Presentation as Discontinued Operations (Details 3) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Total property, equipment and software	$ 2,797,572	$ 642,218
Less: accumulated depreciation	(1,930,292)	(206,790)
Property, plant and equipment, net	867,280	435,428
Machinery And Equipment [Member]
Total property, equipment and software	1,402,263	511,224
Furniture, fixtures and equipment [Member]
Total property, equipment and software	632,530	3,934
Software [Member]
Total property, equipment and software	$ 762,779	$ 127,060

The Shutdown of SPC, CHL, Sig48

The Shutdown of SPC, CHL, SignalShare, CBL and SSI and their Presentation as Discontinued Operations (Details 4) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Less: Accumulated depreciation	$ (279,800)	$ (274,815)
Net capital lease property	396,065	415,000
Machinery And Equipment [Member]
Capital Lease Property	550,278	564,228
Software [Member]
Capital Lease Property	$ 125,587	$ 125,587

The Shutdown of SPC, CHL, Sig49

The Shutdown of SPC, CHL, SignalShare, CBL and SSI and their Presentation as Discontinued Operations (Details 5)	Dec. 31, 2015USD ($)
Shutdown Of Spc Chl Signalshare Cbl And Ssi And Their Presentation As Discontinued Operations Details 5
2,016	$ 2,713,655
Total	2,713,655
Less - amounts representing interest	(338,095)
Present value of net minimum lease payments	2,375,560
Less: Current portion	(2,375,560)
Net long-term portion

The Shutdown of SPC, CHL, Sig50

The Shutdown of SPC, CHL, SignalShare, CBL and SSI and their Presentation as Discontinued Operations (Details 6) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Lease accounts receivable
Current portion (accounts receivable)	$ 151,672	$ 149,507
Long-term portion (other assets)	53,468	208,086
Total lease accounts receivable	205,140	357,593
Lease obligations
Current portion (capital leases payable)	205,140	149,507
Long-term portion (non-current lease obligations).		208,086
Total lease obligations	$ 205,140	$ 357,593

The Shutdown of SPC, CHL, Sig51

The Shutdown of SPC, CHL, SignalShare, CBL and SSI and their Presentation as Discontinued Operations (Details 7) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Leases payable - current portion	$ 2,580,700	$ 2,425,043
Leases payable - long term portion		5,040,948
Total leases payable	2,580,700	7,465,991
Capital Lease [Member]
Leases payable - current portion	2,375,560	2,275,536
Leases payable - long term portion		4,832,862
Total leases payable	2,375,560	7,108,398
Finance Leases [Member]
Leases payable - current portion	205,140	149,507
Leases payable - long term portion		208,086
Total leases payable	$ 205,140	$ 357,593

The Shutdown of SPC, CHL, Sig52

The Shutdown of SPC, CHL, SignalShare, CBL and SSI and their Presentation as Discontinued Operations (Details 8)	Dec. 31, 2015USD ($)
Shutdown Of Spc Chl Signalshare Cbl And Ssi And Their Presentation As Discontinued Operations Details 8
2,016	$ 3,388,554
Unamortized Debt Discount	(148,393)
Net line of credit balance	3,240,161
Less Current Portion	(3,240,161)
Net line of credit balance

The Shutdown of SPC, CHL, Sig53

The Shutdown of SPC, CHL, SignalShare, CBL and SSI and their Presentation as Discontinued Operations (Details 9)	Dec. 31, 2015USD ($)
Total	$ 4,943,782
FCC note [Member]
Total	8,932
NFS bridge loans [Member]
Total	79,959
Tran short term note [Member]
Total	345,000
NFS note [Member]
Total	$ 4,509,891

The Shutdown of SPC, CHL, Sig54

The Shutdown of SPC, CHL, SignalShare, CBL and SSI and their Presentation as Discontinued Operations (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Accounts Receivable Short Term Direct	$ 167,820	$ 69,925
Accounts Receivable Long Term Direct	167,820	335,640
Allowance for doubtful accounts	80,000	0
Inventory obsolescence reserve	113,000	0
Software development costs	483,276	444,218
Deferred revenue	2,351,755	737
Prepaid expenses	937,005	398,732
Leases Receivable	269,514
Repayment of capital leases payable made by customer	166,320	190,697
Depreciation and amortization expense	78,859	82,303
Accounts receivable and capital lease obligation for finance transactions		215,670
Interest expenses related to leases	775,922	229,060
Accrued interest	$ 177,926	0
Increasing interest rate under Line of Credit	13.13%
Amount outstanding under the Credit Agreement	$ 3,388,554
Unamortized Debt Discount	(148,393)
Amortized balance of debt discount	190,998
Interest payments to Cenfin	61,431
Principal payments to Cenfin	573,447
Net amounts outstanding under the Credit Agreement	3,240,160
Accrued interest under the Credit Agreement	160,931
Interest expenses under the line of credit	207,040	0
Amortization of debt discount under the line of credit	190,998	0
Accrued interest under the line of credit	160,931	0
Amount borrowed on Tran short term note	$ 300,000
Amount borrowed on Tran short term note, maturity date	Aug. 1, 2015
Deferred financing fees amortized	$ 125,915	0
Unamortized deferred financing costs	251,830	$ 0
Interest expenses related to discontinued operations	2,153,886
Accrued interest related to discontinued operations	479,233
Non-controlling interests' share of net loss	7,767
NFS bridge loans [Member]
Total bridge loans amount received	1,075,712
Bridge loans interest amount received	$ 96,518
Bridge loans amount maturity date One	Sep. 15, 2015
Bridge loans amount maturity date Two	Oct. 1, 2015
Bridge loans amount repaid	$ 995,753

Property, Equipment and Softw55

Property, Equipment and Software, net (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Property, equipment and software	$ 4,988,432	$ 4,934,123
Less: accumulated depreciation	(4,926,916)	(4,923,295)
Property, equipment and software, net	61,516	10,828
Machinery And Equipment [Member]
Property, equipment and software	4,635,055	4,635,055
Equipment offsite [Member]
Property, equipment and software	121,808	121,808
Furniture, fixtures and equipment [Member]
Property, equipment and software	195,529	141,220
Trucks and autos [Member]
Property, equipment and software	$ 36,040	$ 36,040

Property, Equipment and Softw56

Property, Equipment and Software, net (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Property Equipment And Software Net Details Narrative
Depreciation and amortization	$ 3,622	$ 49,472

Notes Payable - Related Parti57

Notes Payable - Related Parties (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Notes payable - related parties	$ 4,959,207	$ 2,899,631
Less: current portion of notes payable - related parties	(3,160,622)	(832,030)
Long-term portion of notes payable, related party	1,798,585	2,067,601
Brookville Special Purpose Fund [Member]
Notes payable - related parties	2,102,496	2,284,161
Veritas High Yield Fund [Member]
Notes payable - related parties	385,509	615,470
Allied International Fund, Inc. [Member]
Notes payable - related parties	371,161
Allied International Fund Inc Series A [Member]
Notes payable - related parties	$ 2,100,042

Notes Payable - Related Parti58

Notes Payable - Related Parties (Details 1) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Notes Payable - Related Parties Details 1
2,016	$ 3,160,622
2,017	281,680
2,018	305,056
2,019	330,375
2,020	357,796
Thereafter	523,678
Total notes payable - related parties	$ 4,959,207	$ 2,899,631

Notes Payable - Related Parti59

Notes Payable - Related Parties (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Interest Expense	$ 982,252	$ 896,298
Accrued Interest	177,926	0
Brookville Special Purpose Fund [Member]
Amortization	43,259	117,708
Deferred financing costsand debt discount	20,575	57,702
Interest Expense	719,273	908,047
Accrued Interest	94,935	498,321
Allied International Fund, Inc. [Member]
Accrued Interest	52,304
Loans Payable	166,161	$ 205,000
SPC [Member]
Accrued Interest	80,167
SPHC [Member]
Interest Expense	27,863
Amount outstanding	$ 2,100,042

Note Payable (Details Nartrativ

Note Payable (Details Nartrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Interest Expense	$ 982,252	$ 896,298
Zencos note [Member]
Interest Expense	$ 14,363

Related Party Transactions - 61

Related Party Transactions - Stockholders (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Related Party Transactions - Stockholders Details Narrative
Series A Preferred Stock dividends	$ 175,000	$ 600,000
Preferred stock dividends payable	$ 0	$ 25,000

Accrued Expenses (Details)

Accrued Expenses (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Accrued expenses	$ 1,455,098	$ 864,368
Cost of service [Member]
Accrued expenses	446,031	466,016
Selling, general and administrative expense [Member]
Accrued expenses	867,594	269,916
Compensation [Member]
Accrued expenses	$ 141,473	$ 128,436

Operating Lease Commitments (De

Operating Lease Commitments (Details)	Dec. 31, 2015USD ($)
Operating Lease Commitments Details
2,016	$ 278,025
2,017	283,462
2,018	288,909
2,019	97,964
Total	$ 948,360

Operating Lease Commitments (64

Operating Lease Commitments (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Operating Lease Commitments Details Narrative
Rent expense	$ 297,284	$ 278,203

Equity (Details Narrative)

Equity (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, par value (in dollars per share)	$ 0.20	$ 0.20
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	136,019,348	115,282,137
Common stock, shares outstanding	136,019,348	115,282,137
Series A Preferred Stock dividends	$ 175,000	$ 600,000
Preferred stock dividends payable	0	25,000
Contributed capital from a shareholder	$ 615,004	$ 7,826,753
Class A Preferred Stock
Preferred stock, shares authorized	720,000	0
Preferred stock, shares issued	720,000	0
Preferred stock, shares outstanding	720,000	0
Accumulated and unpaid dividend (in dollars)	$ 224,040	$ 211,080
Sale of common shares [Member]
Contributed capital from a shareholder per shares	$ 1.80
Common stock Shares	916,665

Warrants, Stock Option Plans 66

Warrants, Stock Option Plans and Stock Appreciation Rights (Details) - Fair value of warrants [Member]	12 Months Ended
	Dec. 31, 2015
Expected term	5 years
Expected volatility	222.00%
Risk free interest rate	1.60%
Dividend yield	0.00%

Warrants, Stock Option Plans 67

Warrants, Stock Option Plans and Stock Appreciation Rights (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Shares Underlying Warrants
Warrants outstanding - beginning of period	250,000
Issued	2,588,888	250,000
Warrants assumed through reverse acquisition	11,214
Expired/Cancelled	(11,214)
Warrants outstanding and exercisable - end of period	2,838,888	250,000
Weighted Average Exercise Price
Warrants outstanding - beginning of period	$ 1.80
Issued	1.80	1.80
Warrants assumed through reverse acquisition	170.17
Expired/Cancelled	170.17
Outstanding and exercisable - end of period	$ 1.80	$ 1.80
Weighted Remaining Contractual Life (in years)
Issued	4 years 11 months 1 day	4 years 11 months 1 day
Outstanding	4 years 6 months 26 days
Outstanding and exercisable, Weighted Remaining Contractual Life (in years)	4 years 6 months 4 days
Outstanding and exercisable, Aggregate Intrinsic Value

Warrants, Stock Option Plans 68

Warrants, Stock Option Plans and Stock Appreciation Rights (Details 2) - Stock Option [Member] - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Options, Number of Shares
Outstanding beginning of period	795,000
Granted and Issued	4,885,000	795,000
Options assumed through reverse acquisition	14,221
Expired/Cancelled	(484,396)
Outstanding end of period	5,209,825	795,000
Exercisable at December 31, 2015	2,043,105
Un-exercisable at December 31, 2015	3,166,720
Options, Weighted Average Exercise Price
Outstanding beginning of period	$ 1.80
Granted	1.80	1.80
Options assumed through reverse acquisition	97.92
Expired/Cancelled	2.46
Outstanding end of period	2	$ 1.80
Exercisable at December 31, 2015	2.31
Un-exercisable at December 31, 2015	$ 1.80
Options Granted and Issued Remaining Contractual Life (in years)	3 years 11 months 12 days	4 years 10 months 24 days
Options Outstanding Remaining Contractual Life (in years)	4 years 2 months 5 days	4 years 10 months 24 days
Options Exercisable at Remaining Contractual Life (in years)	4 years 2 months 5 days
Options un-exercisable at Remaining Contractual Life (in years)	4 years 2 months 9 days
Options Outstanding, Aggregate Intrinsic Value
Options Exercisable, Aggregate Intrinsic Value
Options Un-xercisable, Aggregate Intrinsic Value

Warrants, Stock Option Plans 69

Warrants, Stock Option Plans and Stock Appreciation Rights (Details 3) - Stock-based compensation	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Expected term	5 years	5 years
Expected volatility	254.00%	195.00%
Risk free interest rate	0.58%	1.07%
Dividend yield	0.00%	0.00%

Warrants, Stock Option Plans 70

Warrants, Stock Option Plans and Stock Appreciation Rights (Details 4) - Stock Appreciation Right Agreements [Member]	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Expected term	3 years	2 years
Expected volatility	216.00%	221.00%
Risk free interest rate	0.92%	0.48%
Dividend yield	0.00%	0.00%

Warrants, Stock Option Plans 71

Warrants, Stock Option Plans and Stock Appreciation Rights (Details 5) - Stock Appreciation Right Agreements [Member]	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Expected term	3 years	2 years
Expected volatility	216.00%	221.00%
Risk free interest rate	0.92%	0.48%
Dividend yield	0.00%	0.00%

Warrants, Stock Option Plans 72

Warrants, Stock Option Plans and Stock Appreciation Rights (Details 6) - Warrants - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Options, Number of Shares
Outstanding beginning of period	15,500,000
Granted and Issued	11,250,000	15,500,000
Expired/Cancelled	(7,750,000)
Outstanding end of period	19,000,000	15,500,000
Exercisable at December 31, 2015
Un-exercisable at December 31, 2015	19,000,000
Options, Weighted Average Exercise Price
Outstanding beginning of period	$ 0.28
Granted and Issued	0.44	$ 0.28
Expired/Cancelled	0.28
Outstanding end of period	0.37	$ 0.28
Exercisable at December 31, 2015
Un-exercisable at December 31, 2015	$ 0.37
Options Granted and Issued Remaining Contractual Life (in years)	1 year 4 months 13 days	2 years
Options Outstanding Remaining Contractual Life (in years)	1 year 9 months 11 days	2 years
Options un-exercisable at Remaining Contractual Life (in years)	1 year 9 months 11 days
Options Outstanding, Aggregate Intrinsic Value
Options Exercisable, Aggregate Intrinsic Value
Options Un-xercisable, Aggregate Intrinsic Value

Warrants, Stock Option Plans 73

Warrants, Stock Option Plans and Stock Appreciation Rights (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Warrants Stock Option Plans And Stock Appreciation Rights Details Narrative
Warrants outstanding and exercisable - end of period	2,838,888	250,000
Amortized	$ 691,218
Warrants issued	1,277,777
Stock-based compensation expense	$ 21,596,317	$ 1,931,855
Compensation cost	$ 19,200,000

Income Taxes (Details)

Income Taxes (Details)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Income Taxes Details
Statutory federal income tax rate	35.00%	35.00%
Combined average statutory state and local income tax rate (7.4%) net of federal benefits	4.80%	4.80%
Net operating losses and other tax benefits for which no current benefit is being realized	(39.80%)	(39.80%)
Effective tax rate	0.00%	0.00%

Income Taxes (Details 1)

Income Taxes (Details 1) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Deferred tax assets
Net operating loss carryforwards	$ 46,586,000	$ 18,071,000
State and local operating loss carryforwards	6,389,000	2,478,000
Less: valuation allowance	(52,975,000)	(20,549,000)
Net deferred tax asset

Arista Communications, LLC. (De

Arista Communications, LLC. (Details)	12 Months Ended
	Dec. 31, 2015USD ($)
Arista Communications Llc. Details
Revenue	$ 53,991
Direct Costs	(43,663)
Operating expense	(25,862)
Net loss	$ (15,534)

Arista Communications, LLC. (77

Arista Communications, LLC. (Details Narrative) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Arista Communications Llc. Details Narrative
Non-controlling interest - discontinued operations	$ (7,767)

Pro-forma Financial Informati78

Pro-forma Financial Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Revenues	$ 10,610,520	$ 11,294,276
Cost of sales	6,933,066	8,053,486
Gross profit	3,677,454	3,240,790
Selling, general and administrative expenses	29,070,604	10,417,592
Operating loss	(25,393,150)	(7,176,802)
Loss from continuing operations before income taxes	(26,390,178)	(8,170,786)
Income taxes.
Loss from discontinued operations	(55,089,466)	(3,825,760)
Net loss	(81,479,644)	(11,996,546)
Net loss attributable to the non-controlling interest	7,767
Net loss attributable to the Company	(81,471,877)	(11,996,546)
Dividends on preferred stock	175,000	600,000
Net loss attributable to common shareholders	(81,646,877)	(12,596,546)
Other comprehensive - currency translation loss	(81,483,200)	(11,996,546)
Discontinued Operations Presentation [Member]
Revenues	10,610,520	11,294,276
Cost of sales	6,933,066	8,053,486
Gross profit	3,677,454	3,240,790
Selling, general and administrative expenses	29,070,604	10,417,592
Operating loss	(25,393,150)	(7,176,802)
Interest expense, net	(982,252)	(896,298)
Other income, net	(14,776)	(97,686)
Loss from continuing operations before income taxes	(26,081,396)	(8,170,786)
Income taxes.
Loss from continuing operations	(26,390,178)	(8,170,786)
Loss from discontinued operations	(13,105,307)	(6,496,780)
Net loss	(39,495,485)	(14,667,566)
Net loss attributable to the non-controlling interest	9,106	8,243
Net loss attributable to the Company	(39,486,379)	(14,659,323)
Dividends on preferred stock	(175,000)	(600,000)
Net loss attributable to common shareholders	(39,661,379)	(15,259,323)
Other comprehensive - currency translation loss	10,196	10,520
Comprehensive loss	$ (39,651,183)	$ (15,248,803)

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative)	Dec. 31, 2015USD ($)
Hyatt Corporation [Member]
Customer deposits	$ 1,262,000