**UNITED      STATES**

**SECURITIES      AND EXCHANGE COMMISSION**

**FORM      10-QSB**

| x | **QUARTERLY                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE                ACT OF                1934** |
|---|------------------------------------------------------------------------------------------------------------------------------------------|

| For                the quarterly period ended: | September                30, 2006 |
|------------------------------------------------|-----------------------------------|

|  o | **TRANSITION                REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT                OF                1934** |
|---------|----------------------------------------------------------------------------------------------------------------------------------------|

| For                the transition period from: |   | To |   |
|------------------------------------------------|--------|----|--------|

| Commission                file number: | 000-31037 |
|----------------------------------------|-----------|

**eRoomSystem      Technologies, Inc.**

----

| Nevada                                                                                                           |   | 87-0540713                                                        |
|------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------|
| (State                or other jurisdictionof                incorporation or organization)                      |   | (I.R.S.                EmployerIdentification                No.) |
|                                                                                                             |
| 1072                Madison Ave., Lakewood, NJ 08701                                                             |
| (Address                of principal executive offices)                                                          |
|                                                                                                             |
| (732)                730-0116                                                                                    |
| (Issuer’s                telephone number)                                                                 |
|                                                                                                             |
|                                                                                                             |
| (Former                name, former address and former fiscal year, if changed since last                report) |

**Applicable      Only to Issuers Involved in Bankruptcy Proceedings During the Preceding Five      Years**

**Applicable      Only to Corporate Issuers**

| 23,898,165                shares of common stock, $0.001 par value, as of November 14,                2006 |
|------------------------------------------------------------------------------------------------------------|

**Transitional      Small Business Disclosure Format (check one):   **

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**FORM      10-QSB**

**TABLE      OF CONTENTS **

|                           |                                       |                                                                                                                          | Page |
|--------------------------------|--------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------|------|
| **PART                  I -**  | **FINANCIAL                  INFORMATION** | 1                                                                                                                             |
|                           | Item                  1.                   | Financial                  Statements.                                                                                        | 1    |
|                           |                                       | Condensed                  Consolidated Balance Sheets (Unaudited)                                                            | 1    |
|                           |                                       | Condensed                  Consolidated Statements of Operations (Unaudited)                                                  | 2    |
|                           |                                       | Condensed                  Consolidated Statements of Cash Flows (Unaudited)                                                  | 3    |
|                           |                                       | Notes                  to Condensed Consolidated Financial Statements (Unaudited)                                             | 4    |
|                           | Item                  2.                   | Management’s                  Discussion and Analysis of Financial Condition and Results of                  Operations | 8    |
|                           | Item                  3.                   | Controls                  and Procedures                                                                                      | 16   |
| **PART                  II -** | **OTHER                  INFORMATION**     | **16**                                                                                                                        |
|                           | Item                  1.                   | Legal                  Proceedings.                                                                                           | 16   |
|                           | Item                  2.                   | Changes                  in Securities and Use of Proceeds.                                                                   | 16   |
|                           | Item                  3.                   | Defaults                  Upon Senior Securities.                                                                             | 16   |
|                           | Item                  4.                   | Submission                  of Matters to a Vote of Security Holders.                                                         | 16   |
|                           | Item                  5.                   | Other                  Information.                                                                                           | 16   |
|                           | Item                  6.                   | Exhibits                  and Reports on Form 8-K.                                                                            | 17   |
| **SIGNATURE**                  |                                       | **17**                                                                                                                        |

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**eROOMSYSTEM          TECHNOLOGIES, INC. AND SUBSIDIARIES**

**CONDENSED          CONSOLIDATED BALANCE SHEETS (UNAUDITED)**

|                                                                                                                                                                                                                                                                                         |   | **September                    30** |        |   |   | **December                    31,** |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------|-------------|--------|--------|-------------------------------------|--------|
|                                                                                                                                                                                                                                                                                         |   | **2006**                            |        |   |   | **2005**                            |   |
| **ASSETS**                                                                                                                                                                                                                                                                                   |   |
| **CURRENT                    ASSETS**                                                                                                                                                                                                                                                        |   |                                |        |   |   |                                |   |
| Cash                                                                                                                                                                                                                                                                                         |   | $                                   | 1,248,770   |   |   |                                |   | $ | 1,316,515 |   |
| Accounts                    receivable, net of allowance for doubtful accounts of $45,991                    and $49,294                    at September 30, 2006                       and December 31, 2005, respectively                                                        |   |                                | 285,161     |   |   |                                |   |   | 263,392 |   |
| Notes                    receivable                                                                                                                                                                                                                                                          |   |                                | 27,391      |   |   | -                                   |   |   | 111,231 |   |
| Prepaid                    expenses                                                                                                                                                                                                                                                          |   |                                | 11,149      |   |   |                                |   |   | 11,519 |   |
| **Total                    Current Assets**                                                                                                                                                                                                                                                  |   |                                | 1,572,471   |   |   |                                |   |   | 1,702,657 |   |
|                                                                                                                                                                                                                                                                                         |   |                                |        |   |   |                                |   |   |   |   |
| **REFRESHMENT                    CENTERS IN SERVICE**,                    net of accumulated depreciation of                          $2,515,850 and $2,289,694 at September 30, 2006 and December                    31, 2005,                    respectively     |   |                                | 965,485     |   |   |                                |   |   | 1,357,827 |   |
|                                                                                                                                                                                                                                                                                         |   |                                     |        |   |   |                                |        |   |
| **PROPERTY                    AND EQUIPMENT**                                                                                                                                                                                                                                                |   |                                |        |   |   |                                |   |   |   |   |
| Computer                    equipment                                                                                                                                                                                                                                                        |   |                                | 8,529       |   |   |                                |   |   | 4,666 |   |
| Less                    accumulated depreciation and amortization                                                                                                                                                                                                                            |   |                                | (3,447      | )      |   |                                |   |   | (1,861 | ) |
| **Net                    Property and Equipment**                                                                                                                                                                                                                                            |   |                                | 5,082       |   |   |                                |   |   | 2,805 |   |
|                                                                                                                                                                                                                                                                                         |   |                                     |        |   |   |                                |        |   |
| **INVESTMENT                    IN MARKETABLE SECURITIES**                                                                                                                                                                                                                                   |   |                                | 64,075      |   |   | -                                   |   |   | 14,075 |   |
| **NOTE                    RECEIVABLE,**net                    of unamortized discount of $1,385 and $2,853 at September 30,                    2006 and                                            December 31, 2005, respectively                                       |   |                                | 148,614     |   |   | -                                   |   |   | 147,147 |   |
| **DEPOSITS**                                                                                                                                                                                                                                                                                 |   |                                | 7,813       |   |   |                                |   |   | 85,300 |   |
| **Total                    Assets**                                                                                                                                                                                                                                                          |   | $                                   | 2,763,540   |   |   |                                |   | $ | 3,309,811 |   |
|                                                                                                                                                                                                                                                                                         |   |                                |        |   |   |                                |   |   |   |   |
| **LIABILITIES                    AND STOCKHOLDERS' EQUITY**                                                                                                                                                                                                                                  |
| **CURRENT                    LIABILITIES**                                                                                                                                                                                                                                                   |   |                                |        |   |   |                                |   |   |   |   |
| Notes                    payable and current portion of long-term debt                                                                                                                                                                                                                       |   | $                                   | -           |   |   |                                |   | $ | 301,696 |   |
| Accounts                    payable                                                                                                                                                                                                                                                          |   |                                | 74,657      |   |   |                                |   |   | 56,837 |   |
| Accrued                    liabilities                                                                                                                                                                                                                                                       |   |                                | 50,840      |   |   |                                |   |   | 109,778 |   |
| Customer                    deposits                                                                                                                                                                                                                                                         |   |                                | 11,758      |   |   |                                |   |   | 11,758 |   |
| Deferred                    maintenance revenue                                                                                                                                                                                                                                              |   |                                | 12,395      |   |   |                                |   |   | 10,632 |   |
| **Total                    Current Liabilities**                                                                                                                                                                                                                                             |   |                                | 149,650     |   |   |                                |   |   | 490,701 |   |
|                                                                                                                                                                                                                                                                                         |   |                                |        |   |   |                                |   |   |   |   |
| **LONG-TERM                    DEBT, net of current portion**                                                                                                                                                                                                                                |   |                                | -           |   |   |                                |   |   | 349,380 |   |
| **Total                    Liabilities**                                                                                                                                                                                                                                                     |   |                                | 149,650     |   |   |                                |   |   | 840,081 |   |
|                                                                                                                                                                                                                                                                                         |   |                                |        |   |   |                                |   |   |   |   |
| **COMMITMENTS                    AND CONTINGENCIES**                                                                                                                                                                                                                                         |   |                                | -           |   |   |                                |   |   | - |   |
|                                                                                                                                                                                                                                                                                         |   |                                |        |   |   |                                |   |   |   |   |
| **STOCKHOLDERS'                    EQUITY**                                                                                                                                                                                                                                                  |   |                                |        |   |   |                                |   |   |   |   |
| Preferredstock,$0.001parvalue;5,000,000sharesauthorized;noneoutstanding                                                                                                                                                                                                                      |   |                                | -           |   |   |                                |   |   | - |   |
| Common                    stock, $0.001 par value; 50,000,000 shares authorized; 23,898,165                    and                    24,228,902 shares                         outstanding at September 30, 2006 and December 31, 2005,                    respectively |   |                                | 23,898      |   |   |                                |   |   | 24,229 |   |
| Additional                    paid-in capital                                                                                                                                                                                                                                                |   |                                | 33,687,873  |   |   |                                |   |   | 33,754,361 |   |
| Warrants                    and options outstanding                                                                                                                                                                                                                                          |   |                                | 435,373     |   |   |                                |   |   | 416,071 |   |
| Note                    receivable from shareholder                                                                                                                                                                                                                                          |   |                                | -           |   |   |                                |   |   | (78,000 | ) |
| Accumulated                    deficit                                                                                                                                                                                                                                                       |   |                                | (31,533,254 | )      |   |                                |   |   | (31,646,931 | ) |
| **Total                    Stockholders' Equity**                                                                                                                                                                                                                                            |   |                                | 2,613,890   |   |   |                                |   |   | 2,469,730 |   |
|                                                                                                                                                                                                                                                                                         |   |                                     |        |   |   |                                |        |   |
| **Total                    Liabilities and Stockholders' Equity**                                                                                                                                                                                                                            |   | $                                   | 2,763,540   |   |   |                                |   | $ | 3,309,811 |   |

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**eROOMSYSTEM        TECHNOLOGIES, INC. AND SUBSIDIARIES**

**CONDENSED        CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)**

|                                                                                                                                                                                                    |   | **For                  the Three MonthsEnded September 30,** |    | **For                  the Nine Months****Ended                  September 30,** |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------|---------|----------------------------------------------------------------------------------|--------|
|                                                                                                                                                                                                    |   | **2006**                                                     |    | **2005**                                                                         |   | **2006** |   | **2005** |   |
|                                                                                                                                                                                                    |   |                                                         |    |                                                                             |   |   |   |   |   |
| **REVENUE**                                                                                                                                                                                             |   |                                                         |    |                                                                             |   |   |   |   |   |
| Revenue-sharing                  arrangements                                                                                                                                                           |   | $                                                            | 235,694 |                                                                             | $      | 319,304 |   | $ | 750,845 |   | $ | 896,750 |   |
| Maintenance                  fees                                                                                                                                                                       |   |                                                         | 65,516  |                                                                             |   | 87,043 |   |   | 212,683 |   |   | 254,532 |   |
| Product                  sales                                                                                                                                                                          |   |                                                         | 5,925   |                                                                             |   | 583 |   |   | 60,819 |   |   | 5,526 |   |
| **Total                  Revenue**                                                                                                                                                                      |   |                                                         | 307,135 |                                                                             |   | 406,930 |   |   | 1,024,347 |   |   | 1,156,808 |   |
|                                                                                                                                                                                                    |   |                                                         |    |                                                                             |   |   |   |   |   |   |   |   |   |
| **COST                  OF REVENUE**                                                                                                                                                                    |   |                                                         |    |                                                                             |   |   |   |   |   |   |   |   |   |
| Revenue-sharing                  arrangements                                                                                                                                                           |   |                                                         | 111,573 |                                                                             |   | 128,665 |   |   | 334,720 |   |   | 385,998 |   |
| Maintenance                                                                                                                                                                                             |   |                                                         | 15,554  |                                                                             |   | 15,736 |   |   | 45,752 |   |   | 47,554 |   |
| Product                  sales                                                                                                                                                                          |   |                                                         | 2,349   |                                                                             |   | - |   |   | 59,972 |   |   | 1,261 |   |
| **Total                  Cost of Revenue**                                                                                                                                                              |   |                                                         | 129,476 |                                                                             |   | 144,401 |   |   | 440,444 |   |   | 434,813 |   |
|                                                                                                                                                                                                    |   |                                                         |    |                                                                             |   |   |   |   |   |   |   |   |   |
| **GROSS                  MARGIN**                                                                                                                                                                       |   |                                                         | 177,659 |                                                                             |   | 262,529 |   |   | 583,903 |   |   | 721,995 |   |
|                                                                                                                                                                                                    |   |                                                         |    |                                                                             |   |   |   |   |   |   |   |   |   |
| **OPERATING                  EXPENSES**                                                                                                                                                                 |   |                                                         |    |                                                                             |   |   |   |   |   |   |   |   |   |
| Selling,                  general and administrative expense, including                  non-cash    compensation of $(849),                  $16,567, $31,302 and $25,903, respectively |   |                                                         | 111,810 |                                                                             |   | 167,211 |   |   | 393,711 |   |   | 465,767 |   |
| Research                  and development expense                                                                                                                                                       |   |                                                         | -       |                                                                             |   | - |   |   | - |   |   | 1,959 |   |
| Sales                  tax settlement                                                                                                                                                                   |   |                                                         | (15,999 | )                                                                                |   | - |   |   | 16,467 |   |   | - |   |
| Interest                  expense                                                                                                                                                                       |   |                                                         | 68,112  |                                                                             |   | 199,498 |   |   | 109,946 |   |   | 295,213 |   |
| Gain                  on sale of assets                                                                                                                                                                 |   |                                                         | -       |                                                                             |   | (52,624 | ) |   | - |   |   | (52,624 | ) |
| Interest                  and other income                                                                                                                                                              |   |                                                         | (15,169 | )                                                                                |   | (6,745 | ) |   | (49,898 | ) |   | (20,744 | ) |
| **Net                  Operating Expenses**                                                                                                                                                             |   |                                                         | 148,754 |                                                                             |   | 307,340 |   |   | 470,226 |   |   | 689,571 |   |
| **Income                  (Loss) from Operations**                                                                                                                                                      |   |                                                         | 28,905  |                                                                             |   | (44,811 | ) |   | 113,677 |   |   | 32,424 |   |
| **Gain                  on forgiveness of liabilities and debt**                                                                                                                                        |   |                                                         | -       |                                                                             |   | 2,097 |   |   | - |   |   | 2,097 |   |
| **Net                  Income**                                                                                                                                                                         |   | $                                                            | 28,905  |                                                                             | $      | (42,714 | ) | $ | 113,677 |   | $ | 34,521 |   |
| **Basic                  Earnings Per Common Share**                                                                                                                                                    |   | $                                                            | 0.00    |                                                                             | $      | 0.00 |   | $ | 0.00 |   | $ | 0.00 |   |
| **Diluted                  Earnings Per Common Share**                                                                                                                                                  |   | $                                                            | 0.00    |                                                                             | $      | 0.00 |   | $ | 0.00 |   | $ | 0.00 |   |

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| **eROOMSYSTEM                  TECHNOLOGIES, INC. AND SUBSIDIARIES**                                                |
|---------------------------------------------------------------------------------------------------------------------|
| **CONDENSED                  CONSOLIDATED STATEMENTS OF CASH FLOWS                  (UNAUDITED)**                   |
|                                                                                                                |   |   |   |   |   |   |   |   |
|                                                                                                                |   |   |   |   |   |   |   |   |
|                                                                                                                |   |   |   |   |   |   |   |   |
| ***For                  the Nine Months Ended September 30,***                                                      |   |   | **2006** |   |   |   | **2005** |   |
| **CASH                  FLOWS FROM OPERATING ACTIVITIES**                                                           |   |   |   |   |   |   |   |   |
| Net                  income                                                                                         |   | $ | 113,677 |   |   | $ | 34,521 |   |
| Adjustments                  to reconcile net income to net cash provided by operating                  activities: |   |   |   |   |   |   |   |   |
| Depreciation                                                                                                        |   |   | 336,306 |   |   |   | 390,626 |   |
| Gain                  on forgiveness of debt and liabilities                                                        |   |   | - |   |   |   | (2,097 | ) |
| Loss                  on disposal of refreshment centers                                                            |   |   | 7,820 |   |   |   | - |   |
| Gain                  on sale of assets                                                                   |   |   | (198 | ) |   |   | (52,624 | ) |
| Interest                  income from shareholder receivables                                                       |   |   | (819 | ) |   |   | (2,438 | ) |
| Interest                  income from other receivable                                                              |   |   | (2,912 | ) |   |   | (308 | ) |
| Accretion                  of debt discount                                                                         |   |   | 58,174 |   |   |   | 200,609 |   |
| Non-cash                  compensation expense                                                                      |   |   | 31,302 |   |   |   | 25,903 |   |
| Amortization                  of discount on note receivable                                                        |   |   | (1,467 | ) |   |   | (734 | ) |
| Changes                  in operating assets and liabilities:                                                       |   |   |   |   |   |   |   |   |
|  Cash                  released from escrow                                                                    |   |   | - |   |   |   | 225,000 |   |
|  Accounts                  receivable                                                                          |   |   | (21,769 | ) |   |   | (120,434 | ) |
|  Prepaid                  expenses                                                                             |   |   | 370 |   |   |   | (1,218 | ) |
|  Accounts                  payable                                                                             |   |   | 17,820 |   |   |   | (55,810 | ) |
|  Accrued                  liabilities                                                                          |   |   | (58,938 | ) |   |   | (37,552 | ) |
|  Customer                  deposits and deferred maintenance revenue                                           |   |   | 1,763 |   |   |   | (5,999 | ) |
|      **Net                  Cash Provided By Operating Activities**                        |   |   | 481,129 |   |   |   | 597,445 |   |
|                                                                                                                |   |   |   |   |   |   |   |   |
| **CASH                  FLOWS FROM INVESTING ACTIVITIES**                                                           |   |   |   |   |   |   |   |   |
| Purchase                  of fixed assets                                                                           |   |   | (3,863 | ) |   |   | (1,890 | ) |
| Proceeds                  from sale of refreshment centers                                                          |   |   | 50,000 |   |   |   | - |   |
| Purchase                  of investment                                                                             |   |   | (50,000 | ) |   |   | (160,000 | ) |
| Proceeds                  from note receivable                                                                      |   |   | 86,752 |   |   |   | - |   |
| Change                  in long term deposits and restricted funds                                                  |   |   | 77,487 |   |   |   | 20,000 |   |
|      **Net                  Cash Provided by (Used in) Investing Activities**              |   |   | 160,376 |   |   |   | (141,890 | ) |
|                                                                                                                |   |   |   |   |   |   |   |   |
| **CASH                  FLOWS FROM FINANCING ACTIVITIES**                                                           |   |   |   |   |   |   |   |   |
| Principal                  payments on long-term debt                                                               |   |   | (709,250 | ) |   |   | (221,010 | ) |
| Proceeds                  from exercise of options                                                                  |   |   | - |   |   |   | 264,621 |   |
|      **Net                  Cash Used in Financing Activities**                            |   |   | (709,250 | ) |   |   | 43,611 |   |
|                                                                                                                |   |   |   |   |   |   |   |   |
| **Net                  Increase (Decrease) in Cash**                                                                |   |   | (67,745 | ) |   |   | 499,166 |   |
| **Cash                  at Beginning of Period**                                                                    |   |   | 1,316,515 |   |   |   | 646,386 |   |
|                                                                                                                |   |   |   |   |   |   |   |   |
| **Cash                  at End of Period**                                                                          |   | $ | 1,248,770 |   |   | $ | 1,145,552 |   |
|                                                                                                                |   |   |   |   |   |   |   |   |
| **Supplemental                  Cash Flows Information**                                                            |   |   |   |   |   |   |   |   |
| Cash                  paid for interest                                                                             |   | $ | 35,291 |   |   | $ | 55,476 |   |
|                                                                                                                |   |   |   |   |   |   |   |   |
| **Supplemental                  Disclosure of Noncash Investing and Financing                  Activities**         |   |   |   |   |   |   |   |   |
| Outstanding                  notes payable converted to stock                                                       |   | $ | - |   |   | $ | 718,243 |   |
| Notes                  received for assets sold                                                                     |   | $ | - |   |   | $ | 60,000 |   |
| Shares                  of common stock cancelled in settlement of notes receivable                                 |   | $ | 78,813 |   |   | $ | - |   |
|                                                                                                                |   |   |   |   |   |   |   |   |
| See                  accompanying notes to unaudited condensed consolidated financial                  statements   |   |

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**eROOMSYSTEM      TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO **

**CONDENSED      CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)**

**NOTE      1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES**

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|                                                                                                                                                                                                       |   | **For                  the Three Months Ended** |    | **For                  the NineMonths Ended** |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------|---------|-----------------------------------------------|--------|
|                                                                                                                                                                                                       |   | **September                  30, 2005**         |    |
|                                                                                                                                                                                                       |   |                                            |    |                                          |   |
| Net                  income (loss), as reported                                                                                                                                                            |   | $                                               | (42,714 | )                                             | $      | 34,521 |   |
|                                                                                                                                                                                                       |   |                                            |    |                                          |   |   |   |
| Add:                    Stock-based employee and consultant compensation expenses included                    in net income                                                                                |   |                                            | 16,567  |                                          |   | 25,903 |   |
|                                                                                                                                                                                                       |   |                                            |    |                                          |   |   |   |
| Deduct:                      Total stock-based employee and consultant compensation expense                      determined    under fair value based method for all                      awards |   |                                            | (24,366 | )                                             |   | (36,391 | ) |
|                                                                                                                                                                                                       |   |                                            |    |                                          |   |   |   |
| Pro                  forma net earnings (loss)                                                                                                                                                             |   | $                                               | (50,513 | )                                             | $      | 24,033 |   |
|                                                                                                                                                                                                       |   |                                            |    |                                          |   |   |   |
| Earnings                  (loss) per common share:                                                                                                                                                         |   |                                            |    |                                          |   |   |   |
| Basic                  as reported                                                                                                                                                                         |   | $                                               | 0.00    |                                          | $      | 0.00 |   |
| Basic                  pro forma                                                                                                                                                                           |   | $                                               | 0.00    |                                          | $      | 0.00 |   |
| Diluted                  as reported                                                                                                                                                                       |   | $                                               | 0.00    |                                          | $      | 0.00 |   |
| Diluted                  pro forma                                                                                                                                                                         |   | $                                               | 0.00    |                                          | $      | 0.00 |   |

|                                                                |   | ***For                  The Three Months******Ended                  September 30,*** |       | ***For                  The Nine Months******Ended                  September 30,*** |   |
|---------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------|--------|
|                                                                |   | **2006**                                                                              |       | **2005**                                                                             |   | **2006** |   | **2005** |   |
| Basic                  net income (loss)                            |   | $                                                                                     | 28,905     |                                                                                 | $      | (42,714 | ) | $ | 113,677 |   | $ | 34,521 |   |
| Diluted                  net income (loss)                          |   | $                                                                                     | 28,905     |                                                                                 | $      | (42,714 | ) | $ | 113,677 |   | $ | 34,521 |   |
| Basic                  weighted-average common shares outstanding   |   |                                                                                  | 23,898,165 |                                                                                 |   | 14,702,458 |   |   | 24,063,955 |   |   | 11,913,749 |   |
| Effect                  of dilutive securities                      |   |                                                                                  |       |                                                                                 |   |   |   |   |   |   |   |   |   |
| Stock                  options and warrants                         |   |                                                                                  | 302,561    |                                                                                 |   | - |   |   | 365,528 |   |   | 745,641 |   |
| Diluted                  weighted-average common shares outstanding |   |                                                                                  | 24,200,726 |                                                                                 |   | 14,702,458 |   |   | 24,429,483 |   |   | 12,659,390 |   |
| Basic                  earnings (loss) per share                    |   | $                                                                                     | 0.00       |                                                                                 | $      | 0.00 |   | $ | 0.00 |   | $ | 0.00 |   |
| Diluted                  earnings (loss) per share                  |   | $                                                                                     | 0.00       |                                                                                 | $      | 0.00 |   | $ | 0.00 |   | $ | 0.00 |   |

----

**NOTE      2 - BUSINESS CONDITION **

**NOTE      3 - NET INVESTMENT IN SALES-TYPE LEASE **

| Total                  minimum lease payments to be received |   | $      | 194,400 |   |
|--------------------------------------------------------------|--------|--------|---------|--------|
|                                                         |   |   |    |   |
| Less:                  Allowance for uncollectibles          |   |   | 163,491 |   |
|                                                         |   |   |    |   |
| Net                  minimum lease payments receivable       |   |   | 30,909  |   |
|                                                         |   |   |    |   |
| Less:                  Unearned income                       |   |   | (30,909 | )      |
|                                                         |   |   |    |   |
| Net                  investment in sales-type lease          |   | $      | -       |   |

**NOTE      4 - INVESTMENT IN APRECIA **

----

**NOTE      5 - NOTE PAYABLE **

**NOTE      6 - STOCKHOLDERS' EQUITY **

----

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

**OVERVIEW**

----

**Description      of Revenues**

----

**Revenue      Recognition**

**Description      of Expenses**
** **

----

**Results      of Operations **

**Comparison      of Three Months Ended September 30, 2006 and 2005**

**Revenues**

**Cost      of Revenue**

----

|                                                     |   | **For                  the Three Months****Ended                  September 30,** |    | **Change** |   | **Percent                  Change** |   |
|----------------------------------------------------------|--------|-----------------------------------------------------------------------------------|---------|------------|--------|-------------------------------------|--------|
|                                                     |   | **2006**                                                                          |    | **2005**   |   |
| **REVENUE**                                              |   |                                                                              |    |       |   |                                |   |   |   |
| Revenue-sharing                  arrangements       |   | $                                                                                 | 235,694 |       | $      | 319,304                             |   | $ | 83,610 |   |   | (26.2 | )% |
| Maintenance                  fees                   |   |                                                                              | 65,516  |       |   | 87,043                              |   |   | 21,527 |   |   | (24.7 | )% |
| Product                  sales                      |   |                                                                              | 5,925   |       |   | 583                                 |   |   | 5,342 |   |   | 916.3 | % |
| **Total                  Revenue**                       |   | $                                                                                 | 307,135 |       | $      | 406,930                             |   | $ | 99,795 |   |   | (24.5 | )% |
|                                                     |   |                                                                              |    |       |   |                                |   |   |   |   |   |   |   |
| **COST                  OF REVENUE**                     |   |                                                                              |    |       |   |                                |   |   |   |   |   |   |   |
| Revenue-sharing                  arrangements       |   |                                                                              | 111,573 |       |   | 128,665                             |   |   | 17,092 |   |   | (13.3 | )% |
| Maintenance                                         |   |                                                                              | 15,554  |       |   | 15,736                              |   |   | 182 |   |   | (1.2 | )% |
| Product                  sales                      |   |                                                                              | 2,349   |       |   | -                                   |   |   | 2,349 |   |   | 100.0 | % |
| **Total                  Cost of Revenue**               |   | $                                                                                 | 129,476 |       | $      | 144,401                             |   | $ | 14,925 |   |   | (10.3 | )% |
|                                                     |   |                                                                              |    |       |   |                                |   |   |   |   |   |   |   |
| **GROSS                  MARGIN PERCENTAGE**             |   |                                                                              |    |       |   |                                |   |   |   |   |   |   |   |
| Revenue-sharing                  arrangements       |   |                                                                              | 52.7    | %          |   | 59.7                                | %      |   |   |   |   |   |   |
| Maintenance                                         |   |                                                                              | 76.3    | %          |   | 81.9                                | %      |   |   |   |   |   |   |
| Product                  sales                      |   |                                                                              | 60.4    | %          |   | 100.0                               | %      |   |   |   |   |   |   |
| **Total                  Gross Margin Percentage**  |   |                                                                              | 57.8    | %          |   | 64.5                                | %      |   |   |   |   |   |   |

**Expenses      and Other Income **

**Net      Income Attributable to Common Stockholders **

----

**Comparison      of Nine Months Ended September 30, 2006 and 2005**

**Revenues**

**Cost      of Revenue**

----

|                                                     |   | **For                  the Nine Months****Ended                  September 30,** |      | **Change** |   | **Percent                  Change** |   |
|----------------------------------------------------------|--------|----------------------------------------------------------------------------------|-----------|------------|--------|-------------------------------------|--------|
|                                                     |   | **2006**                                                                         |      | **2005**   |   |
| **REVENUE**                                              |   |                                                                             |      |       |   |                                |   |   |   |
| Revenue-sharing                  arrangements       |   | $                                                                                | 750,845   |       | $      | 896,750                             |   | $ | 145,905 |   |   | (16.3 | )% |
| Maintenance                  fees                   |   |                                                                             | 212,683   |       |   | 254,532                             |   |   | 41,849 |   |   | (16.4 | )% |
| Product                  sales                      |   |                                                                             | 60,819    |       |   | 5,526                               |   |   | 55,293 |   |   | 1,000.6 | % |
| **Total                  Revenue**                       |   | $                                                                                | 1,024,347 |       | $      | 1,156,808                           |   | $ | 132,461 |   |   | (11.5 | )% |
|                                                     |   |                                                                             |      |       |   |                                |   |   |   |   |   |   |   |
| **COST                  OF REVENUE**                     |   |                                                                             |      |       |   |                                |   |   |   |   |   |   |   |
| Revenue-sharing                  arrangements       |   |                                                                             | 334,720   |       |   | 385,998                             |   |   | 51,278 |   |   | (13.3 | )% |
| Maintenance                                         |   |                                                                             | 45,752    |       |   | 47,554                              |   |   | 1,802 |   |   | (3.8 | )% |
| Product                  sales                      |   |                                                                             | 59,972    |       |   | 1,261                               |   |   | 58,711 |   |   | 4,655.9 | % |
| **Total                  Cost of Revenue**               |   | $                                                                                | 440,444   |       | $      | 434,813                             |   | $ | 5,631 |   |   | (10.3 | )% |
|                                                     |   |                                                                             |      |       |   |                                |   |   |   |   |   |   |   |
| **GROSS                  MARGIN PERCENTAGE**             |   |                                                                             |      |       |   |                                |   |   |   |   |   |   |   |
| Revenue-sharing                  arrangements       |   |                                                                             | 55.4      | %          |   | 57.0                                | %      |   |   |   |   |   |   |
| Maintenance                                         |   |                                                                             | 78.5      | %          |   | 81.3                                | %      |   |   |   |   |   |   |
| Product                  sales                      |   |                                                                             | 1.4       | %          |   | 77.2                                | %      |   |   |   |   |   |   |
| **Total                  Gross Margin Percentage**  |   |                                                                             | 57.0      | %          |   | 62.4                                | %      |   |   |   |   |   |   |

**Expenses      and Other Income **

----

**Net      Income Attributable to Common Stockholders **

**Liquidity      and Capital Resources**

***Off-Balance      Sheet Arrangements***

----

**Contractual      Cash Obligations and Commercial Commitments**

| **Item                3.** | **Controls                and Procedures** |
|----------------------------|--------------------------------------------|

**Evaluation      of Disclosure Controls**

**Lack      of Segregation of Duties**

**Changes      in Internal Controls**

*i.e.*

**PART      II - OTHER INFORMATION**

**Item      1. Legal Proceedings.**

**Item      2. Changes in Securities and Use of Proceeds.**

----

**Item      3. Defaults Upon Senior Securities.**

**Item      4. Submission of Matters to a Vote of Security Holders.**

**Item      5. Other Information.**

----

**Item      6. Exhibits and Reports on Form 8-K.**

| **Exhibit****Number** | **Document                      Name**                                                                                                                                                                                                                                                           | **Page** |
|-----------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------|
| 1.01                  | Form                      of Underwriting Agreement relating to the registrant’s initial public                      offering that closed on August 9, 2000                                                                                                                                | (3)      |
| 2.01                  | Agreement                      and Plan of Reorganization by and between RoomSystems International                      Corporation and RoomSystems, Inc. dated December 31, 1999                                                                                                           | (1)      |
| 2.02                  | Transfer                      Pricing Agreement by and between RoomSystems International                      Corporation and                      RoomSystems, Inc. dated December 31, 1999                                                                                                | (1)      |
| 3.01                  | Amendment                      and Restatement of Articles of Incorporation                                                                                                                                                                                                                      | (1)      |
| 3.02                  | Certificate                      of Correction dated May 30, 2000                                                                                                                                                                                                                                | (2)      |
| 3.03                  | Amended                      and Restated Certificate of Designation, Preferences, Rights                      and                      Limitation of Series A convertible preferred stock                                                                                                       | (1)      |
| 3.04                  | Amended                      and Restated Certificate of Designation, Preferences, Rights                      and                      Limitation of Series B convertible preferred stock                                                                                                       | (1)      |
| 3.05                  | Certificate                      of Designation, Preferences, Rights and Limitation of Series                      C convertible                      preferred stock                                                                                                                            | (1)      |
| 3.06                  | Amended                      and Restated Bylaws                                                                                                                                                                                                                                                 | (2)      |
| 3.07                  | Second                      Amendment and Restatement of Articles of Incorporation                                                                                                                                                                                                               | (3)      |
| 3.08                  | Second                      Amended and Restated Bylaws                                                                                                                                                                                                                                          | (3)      |
| 4.01                  | Form                      of Common Stock Certificate                                                                                                                                                                                                                                            | (1)      |
| 4.02                  | Form                      of Certificate for Series A convertible preferred stock                                                                                                                                                                                                                | (1)      |
| 4.03                  | Form                      of Certificate for Series B convertible preferred stock                                                                                                                                                                                                                | (1)      |
| 4.04                  | Form                      of Certificate for Series C convertible preferred stock                                                                                                                                                                                                                | (1)      |
| 10.01       | Amended                      and Restated 2000 Stock Option and Incentive Plan                                                                                                                                                                                                                   | (2)      |
| 10.02       | Lease                      Agreement by and between RoomSystems Finance Corporation and                      3770 Howard                      Hughes Parkway Associates Limited Partnership dated October 8, 1997                                                                           | (1)      |
| 10.02A                | Exhibits                      to Lease Agreement by and between RoomSystems Finance Corporation                      and 3770                      Howard Hughes Parkway Associates Limited Partnership dated                      October 8,                      1997                     | (2)      |
| 10.03       | Lease                      Agreement by and between RoomSystems, Inc. and Pam Joy Realty,                      Inc. dated                      October 10, 1997                                                                                                                             | (2)      |
| 10.04       | Master                      Corporate Agreement by and between Innco Corporation and RoomSystems,                      Inc.                      dated April 6, 1998                                                                                                                        | (1)      |
| 10.04A                | Exhibits                      to Master Corporate Agreement by and between Innco Corporation                      and                      RoomSystems, Inc. dated April 6, 1998                                                                                                            | (2)      |
| 10.05       | Indemnification                      Agreement by and between RoomSystems, Inc. and Alan C. Ashton                      dated                      August 17, 1999                                                                                                                          | (1)      |
| 10.06       | Agreement                      of Understanding by and between RoomSystems, Inc. and Ash Capital,                      LLC,                      C&W/RSI Partners, LLC, SKM Investment, LLC and Thunder Mountain                      Investments, LC dated August 17, 1999             | (1)      |
| 10.06A                | Exhibits                      to Agreement of Understanding by and between RoomSystems, Inc.                      and Ash                      Capital, LLC, C&W/RSI Partners, LLC, SKM Investment, LLC and Thunder                      Mountain Investments, LC dated August 17, 1999 | (2)      |

----

| **Exhibit****Number** | **Document                    Name** | **Page** |
|-----------------------|--------------------------------------|----------|

| 10.07   | First                    Amendment to Agreement of Understanding by and between RoomSystems,                    Inc.                    and Ash Capital, LLC, C&W/RSI Partners, LLC, SKM Investment, LLC and                    Thunder Mountain Investments, LC dated September 30, 1999 | (1) |
|-------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----|
| 10.08   | Promissory                    Note Repurchase Agreement by and between Steven L. Sunyich and                    RoomSystems, Inc. dated September 1, 1999                                                                                                                                     | (1) |
| 10.09   | Indemnification                    Agreement by and between RSi BRE, Inc. and Donnelly Prehn dated                    September 27, 1999                                                                                                                                                      | (1) |
| 10.10   | Equipment                    Transfer Agreement by and between RoomSystems, Inc., RoomSystems                    International Corporation, RSi BRE, Inc. and RSG Investments,                    LLC dated                    September 28, 1999                                                  | (1) |
| 10.10A            | Exhibits                    to Equipment Transfer Agreement by and between RoomSystems, Inc.,                    RoomSystems International Corporation, RSi BRE, Inc. and RSG                    Investments,                    LLC dated September 28, 1999                                      | (2) |
| 10.11   | Amendment                    to Equipment Transfer Agreement by and between RoomSystems, Inc.,                    RoomSystems International Corporation, RSi BRE, Inc. and RSG                    Investments,                    LLC dated November 23, 1999                                      | (1) |
| 10.12   | Conversion                    Agreement by and between Steven L. Sunyich and RoomSystems, Inc.                    dated                    December 30, 1999                                                                                                                                  | (1) |
| 10.13   | Loan                    and Security Agreement by and between RoomSystem Technologies,                    Inc. and                    Ash Capital, LLC dated February 15, 2000                                                                                                                | (1) |
| 10.13A            | Exhibits                    to Loan and Security Agreement by and between RoomSystem Technologies,                    Inc. and Ash Capital, LLC dated February 15, 2000                                                                                                                       | (2) |
| 10.14   | Letter                    Agreement by and between eRoomSystem Technologies, Inc. and Hall                    Communications, Inc. dated March 30, 2000                                                                                                                                       | (1) |
| 10.15   | Form                    of Hotel Revenue-Sharing Lease Agreement                                                                                                                                                                                                                                   | (2) |
| 10.16   | Form                    of Noncompetition and Nondisclosure Agreement (Sales)                                                                                                                                                                                                                      | (1) |
| 10.17   | Form                    of Consulting Agreement                                                                                                                                                                                                                                                    | (1) |
| 10.18   | Form                    of Sales Representation Agreement                                                                                                                                                                                                                                          | (1) |
| 10.19   | Form                    of Executive Employment Agreement                                                                                                                                                                                                                                          | (1) |
| 10.20   | Form                    of Offshore Loan Subscription Agreement dated as of April 13, 2000                                                                                                                                                                                                    | (1) |
| 10.21   | Form                    of Secured Subordinated Promissory Note dated as of April 13, 2000                                                                                                                                                                                                    | (1) |
| 10.22   | Form                    of Installation, Co-Maintenance and Software Licensing and Upgrade                    Agreement                                                                                                                                                                            | (2) |
| 10.23   | +                    Master Business Lease Financing Agreement by and among AMRESCO                    Leasing                    Corporation, eRoomSystem SPE, Inc., RoomSystems, Inc. and eRoomSystem                    Technologies, Inc. dated May 11, 2000                              | (4) |
| 10.24   | Indemnification                    Agreement by and between eRoomSystem Technologies, Inc. and John                    J. Prehn                    dated May 31, 2000                                                                                                                              | (2) |
| 10.25   | Amended                    and Restated Executive Employment Agreement of Steven L. Sunyich                    dated                    June 6, 2000                                                                                                                                          | (2) |
| 10.26   | Second                    Amended and Restated Executive Employment Agreement of Steven                    L. Sunyich                    dated July 12, 2000                                                                                                                                  | (3) |
| 10.27   | Amended                    and Restated Executive Employment Agreement of Derek K. Ellis dated                    July 12, 2000                                                                                                                                                          | (3) |
| 10.28   | Executive                    Employment Agreement of Stephen M. Nelson dated July 12,                    2000                                                                                                                                                                                 | (4) |

----

| **Exhibit****Number** | **Document                    Name** | **Page** |
|-----------------------|--------------------------------------|----------|

| 10.29   | Amended                    and Restated Executive Employment Agreement of Gregory L. Hrncir                    dated                    July 12, 2000                                                                                                                                                                                                                      | (3)  |
|-------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------|
| 10.30   | Shareholders’                    Agreement and Proxy by and among Ash Capital, LLC, RoomSystems,                    Inc. and                    certain stockholders of RoomSystems, Inc. dated August 17, 1999                                                                                                                                                      | (1)  |
| 10.31   | Employment                    Agreement of David S. Harkness dated as of December 20,                    2000                                                                                                                                                                                                                                                                   | (6)  |
| 10.32   | Employment                    Agreement of Stephen M. Nelson dated as of January 29,                    2001                                                                                                                                                                                                                                                                    | (7)  |
| 10.33   | Employment                    Agreement of Derek K. Ellis dated as of January 29, 2001                                                                                                                                                                                                                                                                                          | (7)  |
| 10.34   | Employment                    Agreement of Gregory L. Hrncir dated as of January 29,                    2001                                                                                                                                                                                                                                                                    | (7)  |
| 10.35   | Amended                    and Restated Master Business Lease Financing Agreement by and                    among                    AMRESCO Leasing Corporation, eRoomSystem SPE, Inc., RoomSystems,                    Inc. and                    eRoomSystem Technologies, Inc. dated February 23, 2001                                                                     | (7)  |
| 10.36   | Employment                    Agreement of David S. Harkness dated as of December 31,                    2001                                                                                                                                                                                                                                                                   | (8)  |
| 10.37   | Consulting                    Agreement by and between eRoomSystem Technologies, Inc. and Ash                    Capital,                    LLC dated as of December 31, 2001                                                                                                                                                                                                  | (8)  |
| 10.38             | Stock                    Purchase Agreement by and between eRoomSystem Technologies, Inc.                    and Ash                    Capital,                    LLC dated November 8, 2002                                                                                                                                                                                  | (9)  |
| 10.39             | Secured                    Convertible Promissory Note issued in favor of Ash Capital, LLC                    dated                    November 8,                    2002.                                                                                                                                                                                                     | (9)  |
| 10.40             | Note                    Purchase Agreement between eRoomSystem Technologies, Inc., Gestetner                    Group, LLC and Other Lenders dated October 1, 2003                                                                                                                                                                                                              | (10) |
| 10.41             | Amendment                    Agreement between eRoomSystem Technologies, Inc., eRoomSystem                    Services,                    Inc., eRoomSystem SPE, Inc., RSi BRE, Inc., AMRESCO Commercial                    Finance,                    Inc., AMRESCO Leasing Corporation and Gestetner Group, LLC dated                    October                    1, 2003 | (10) |
| 10.42             | Agency                    Agreement between Gestetner Group, LLC and Other Lenders dated                    October 1,                    2003                                                                                                                                                                                                                                  | (10) |
| 10.43             | Warrant                    to Purchase Shares of Common Stock issued in favor of AMRESCO                    Commercial                    Finance, Inc. dated October 1, 2003                                                                                                                                                                                                   | (10) |
| 10.44             | Warrant                    to Purchase Shares of Common Stock issued in favor of Ash Capital,                    LLC                    dated October 1, 2003                                                                                                                                                                                                                   | (10) |
| 10.45             | Intercreditor                    and Collateral Agency Agreement between Gestetner Group, LLC,                    Ash Capital,                    LLC and eRoomSystem Technologies, Inc. dated October 1, 2003                                                                                                                                                                  | (10) |
| 10.46             | Investors                    Rights Agreement between eRoomSystem Technologies, Inc., Ash                    Capital, LLC,                    and certain security holders dated October 1, 2003                                                                                                                                                                                | (10) |
| 10.47             | Termination                    and Release Agreement between eRoomSystem Technologies, Inc.                    and David S.                    Harkness dated October 1, 2003                                                                                                                                                                                                   | (10) |
| 10.48             | Termination                    and Release Agreement between eRoomSystem Technologies, Inc.                    and Gregory                    L. Hrncir dated October 1, 2003                                                                                                                                                                                                   | (10) |
| 10.49             | Consulting                    Agreement between eRoomSystem Technologies, Inc. and Gregory                    L. Hrncir                    dated October 1, 2003                                                                                                                                                                                                                | (10) |
| 10.50             | Termination                    and Release Agreement between eRoomSystem Technologies, Inc.                    and Derek K.                    Ellis dated October 1, 2003                                                                                                                                                                                                      | (10) |
| 10.51             | Consulting                    Agreement between eRoomSystem Technologies, Inc. and DM Family                    Limited                    Partnership dated October 1, 2003                                                                                                                                                                                                    | (10) |

----

| **Exhibit****Number** | **Document                    Name** | **Page** |
|-----------------------|--------------------------------------|----------|

| 10.52 | Secured                    Convertible Promissory Note issued in favor of Adele Schwarty                    dated                    October 1, 2003                          | (10) |
|-------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------|
| 10.53 | Secured                    Convertible Promissory Note issued in favor of David Heller dated                    October                    1, 2003                            | (10) |
| 10.54 | Secured                    Convertible Promissory Note issued in favor of Evelyn Gestetner                    dated                    October 1, 2003                        | (10) |
| 10.55 | Secured                    Convertible Promissory Note issued in favor of Frieda Wolman                    dated October                    1, 2003                           | (10) |
| 10.56 | Secured                    Convertible Promissory Note issued in favor of Gestetner Group,                    LLC dated                    October 1, 2003                    | (10) |
| 10.57 | Secured                    Convertible Promissory Note issued in favor of Hannah Sarah Frenkel                    dated                    October 1, 2003                    | (10) |
| 10.58 | Secured                    Convertible Promissory Note issued in favor of Helmsbridge Holdings                    Limited dated October 1, 2003                               | (10) |
| 10.59 | Secured                    Convertible Promissory Note issued in favor of Leah Weinstein                    dated                    October 1, 2003                          | (10) |
| 10.60 | Secured                    Convertible Promissory Note issued in favor of Liba Pappenheim                    dated                    October 1, 2003                         | (10) |
| 10.61 | Secured                    Convertible Promissory Note issued in favor of Maurice B. Brenig                    dated                    October 1, 2003                       | (10) |
| 10.62 | Secured                    Convertible Promissory Note issued in favor of Rose Kaminer dated                    October                    1, 2003                            | (10) |
| 10.63 | Warrant                    to Purchase Shares of Common Stock issued in favor of Adele Schwarty                    dated                    October 1, 2003                   | (10) |
| 10.64 | Warrant                    to Purchase Shares of Common Stock issued in favor of David Heller                    dated                    October 1, 2003                     | (10) |
| 10.65 | Warrant                    to Purchase Shares of Common Stock issued in favor of Evelyn                    Gestetner                    dated October 1, 2003                 | (10) |
| 10.66 | Warrant                    to Purchase Shares of Common Stock issued in favor of Frieda                    Wolman dated                    October 1, 2003                    | (10) |
| 10.67 | Warrant                    to Purchase Shares of Common Stock issued in favor of Gestetner                    Group, LLC                    dated October 1, 2003             | (10) |
| 10.68 | Warrant                    to Purchase Shares of Common Stock issued in favor of Hannah                    Sarah Frenkel                    dated October 1, 2003             | (10) |
| 10.69 | Warrant                    to Purchase Shares of Common Stock issued in favor of Helmsbridge                    Holdings                    Limited dated October 1, 2003     | (10) |
| 10.70 | Warrant                    to Purchase Shares of Common Stock issued in favor of Leah Weinstein                    dated                    October 1, 2003                   | (10) |
| 10.71 | Warrant                    to Purchase Shares of Common Stock issued in favor of Liba Pappenheim                    dated October 1, 2003                                     | (10) |
| 10.72 | Warrant                    to Purchase Shares of Common Stock issued in favor of Maurice                    B. Brenig                    dated October 1, 2003                | (10) |
| 10.73 | Warrant                    to Purchase Shares of Common Stock issued in favor of Rose Kaminer                    dated                    October 1, 2003                     | (10) |
| 10.74 | Secured                    Promissory Note issued in favor of eRoomSystem Technologies,                    Inc. by                    Identica Corporation dated May 23, 2005 | (11) |
| 10.75 | Security                    Agreement by and between eRoomSystem Technologies, Inc. and Identica                    Corporation dated May 23, 2005.                           | (11) |
| 10.76 | Warrant                    issued in favor of eRoomSystem Technologies, Inc. by Identica                    Corporation                    dated May 23, 2005.                | (11) |

----

| **Exhibit****Number** | **Document                      Name**                                                                                                                                                                                                                                                                                                          | **Page** |
|-----------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------|
| 10.77                 | Asset                      Purchase Agreement between eRoomSystem Technologies, Inc. and                      Identica                      Corporation dated September 7, 2005                                                                                                                                                                 | (12)     |
| 10.78                 | Professional                      Services Agreement between eRoomSystem Technologies, Inc. and                      Identica                      Corporation dated September 7, 2005                                                                                                                                                          | (12)     |
| 21.01                 | List                      of Subsidiaries                                                                                                                                                                                                                                                                                                       | 66       |
| 31                    | Certifications                      Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18                      U.S.C.                      Section 1350)                                                                                                                                                                                |
| 32                    | Certification                      of President and Chief Financial Officer Pursuant to Section                      906 of the                      Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).                                                                                                                                       |
| (1)                   | Previously                      filed as an exhibit to the registrant’s Registration Statement on Form                      SB-2, as filed with the Commission on April 14, 2000.                                                                                                                                                         |
| (2)                   | Previously                      filed as an exhibit to the registrant’s Pre-Effective Amendment No. 1 to                      its Registration Statement on Form SB-2, as filed with the                      Commission on                      June 9, 2000.                                                                            |
| (3)                   | Previously                      filed as an exhibit to the registrant's Pre-Effective Amendment                      No. 2 to                      its Registration Statement on Form SB-2, as filed with the                      Commission on                      July 14, 2000.                                                       |
| (4)                   | Previously                      filed as an exhibit to the registrant's Pre-Effective Amendment                      No. 3 to                      its Registration Statement on Form SB-2, as filed with the                      Commission on                      July 19, 2000.                                                       |
| (5)                   | Previously                      filed as an exhibit to the registrant’s Registration Statement on Form                      SB-2, as filed with the Commission on December 22,                      2000.                                                                                                                            |
| (6)                   | Previously                      filed as an exhibit to the registrant’s Pre-Effective Amendment No. 1 to                      its Registration Statement on Form SB-2, as filed with the                      Commission on                      February 5, 2000.                                                                        |
| (7)                   | Previously                      filed as an exhibit to the registrant’s Annual Report on Form 10-KSB, as                      filed with the Commission on April 2, 2001.                                                                                                                                                                 |
| (8)                   | Previously                      filed as an exhibit to the registrant’s Annual Report on Form 10-KSB, as                      filed with the Commission on April 1, 2002.                                                                                                                                                                 |
| (9)                   | Previously                      filed as an exhibit to the registrant’s Quarterly Report on Form 10-QSB,                      as filed with the Commission on November 14, 2002.                                                                                                                                                          |
| (10)                  | Previously                      filed as an exhibit to the registrant’s Annual Report on Form 10-KSB, as                      filed with the Commission on March 30, 2004.                                                                                                                                                                |
| (11)                  | Previously                      filed as an exhibit to the registrant’s Current Report on Form 8-K, as                      filed with the Commission on May 25, 2005.                                                                                                                                                                    |
| (12)                  | Previously                      filed as an exhibit to the registrant’s Current Report on Form 8-K, as                      filed with the Commission on September 13, 2005.                                                                                                                                                              |
| +                     | Confidential                      treatment has been granted with respect to certain portions                      of this                      agreement, including the exhibits thereto, of which certain                      portions have                      been omitted and filed separately with the                      Commission. |

----

**SIGNATURE**

|                                      |                                                  |                                                  |
|-------------------------------------------|-------------------------------------------------------|-------------------------------------------------------|
|                                      | **e****RoomSystem                Technologies, Inc.** |
|                                      | (Registrant)                                          |
|                                 |                                             |                                             |
| Date: November              14, 2006 | By:                                         | /s/ David              A.              Gestetner |
|                                      | David                A. Gestetner                     |
| Its:                            | Chief                Executive Officer and President  |

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