UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
(Amendment No. 1)
(Mark One)
x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2012
o Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from______________ to _______________
Commission File Number: 000-26213
ROOMLINX, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 83-0401552 | ||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||
11101 W. 120th Ave., Suite 200, Broomfield, Colorado 80021 (Address of principal executive offices) (303) 544-1111 (Issuer’s telephone number) | |||
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer o | Accelerated filer o | |
| Non-accelerated filer o | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
The number of shares outstanding of the Issuer’s common stock as of July 26, 2012, was 6,405,413.
EXPLANATORY NOTE
This Amendment on Form 10-Q/A to the Roomlinx, Inc. (the “Company” or the “Registrant”) Quarterly Report on Form 10-Q for the period ended March 31, 2012, which was filed with the Securities and Exchange Commission on May 16, 2012 (the “Original Filing”), is being filed to amend the Original Filing as follows:
This Amendment is being filed for the purpose of refiling the Master Service and Equipment Purchase Agreement, by and between Hyatt Corporation and the Company, originally filed as Exhibit 10.1 to the Original Filing (the “MSA”), to address certain comments received from the Staff of the Securities and Exchange Commission with respect to the Company’s Application for Confidential Treatment for the MSA.
Except for the amendment described above, this Form 10-Q/A does not modify or update other disclosures in, or exhibits to, the Original Filing, nor does it reflect events occurring after the filing of the Original Filing.
Item 6. Exhibits
10.1 Master Service and Equipment Purchase Agreement, dated March 12, 2012, by and between Hyatt Corporation and the Company.*
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the Chief Executive and Chief Financial Officers.
32.1 Certification of the Chief Executive and Chief Financial Officers pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Brackets surrounding asterisks in this exhibit denote the omissions.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Roomlinx, Inc. | |||
| By: | /s/ Michael S. Wasik | ||
| Michael S. Wasik | |||
| Chief Executive Officer and Chief Financial Officer | |||
| Date: | July 26, 2012 | ||
| Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. | |||
| By: | /s/ Michael S. Wasik | ||
| Michael S. Wasik | |||
| Chief Executive Officer and Chief Financial Officer | |||
| Date: | July 26, 2012 | ||