Troika Media (TRKA) 10-Q/A 2014 Q2 Quarterly report (amended)

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 June 30, 2014

o Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from______________ to _______________

Commission File Number: 000-26213

ROOMLINX, INC.

(Exact name of registrant as specified in its charter)

      Nevada                                                             83-0401552

(State or other jurisdiction of                               (I.R.S. Employer

incorporation or organization)                             Identification No.)

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

 (Address of principal executive offices)

(303) 544-1111

(Issuer’s telephone number)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

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

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o                                                                                Accelerated filer o

Non-accelerated filer  o                                                                                 Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

The number of shares outstanding of the Issuer’s common stock as of August 13, 2014, was 6,411,413.

EXPLANATORY NOTE

This Amendment No. 1 on Form Q/A (this “Amendment”) amends the Quarterly Report on Form 10-Q of Roomlinx, Inc. a Nevada corporation (the “Company”), for the quarterly period ending June 30, 2014, originally filed on August 14, 2014 (the “Original Filing”). This Amendment is a technical amendment to add certain required language to Exhibit 31.1 of the Original Filing.

Except for the change described above, no other changes have been made to the Original Filing. This Amendment continues to speak as of the date of the Original Filing and the Company has not updated the disclosures contained therein to reflect any events that occurred at a date subsequent to the Original Filing.

The following Index to Exhibits is hereby amended and restated in its entirety.

INDEX TO EXHIBITS

Exhibit Number	Description
*31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2	Certification of the Interim Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1	Certifications of the Chief Executive Officer and the Interim Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013, (ii) the Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2014 and 2013, (iii) the Consolidated Statements of Cash Flows for the six months ended June 30, 2014 and 2013, (iv) the Consolidated Statements of Changes in Deficit for the six months ended June 30, 2014, and (vi) the notes to the Unaudited Consolidated Financial Statements.

* Filed herewith.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Roomlinx, Inc.
By:	/s/ Michael S. Wasik
	Michael S. Wasik
	Chief Executive Officer
Date:  November 20, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By:	/s/ Michael S. Wasik
	Michael S. Wasik
	Chief Executive Officer
	(Principal Executive Officer)

By:	/s/ Michael S. Wasik
	Michael S. Wasik
	Interim Chief Financial Officer
	and Interim Principal Accounting Officer
Date:  November 20, 2014