UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION

Proxy StatementConsent Solicitation Pursuant to Section 14(a) of the Securities
Securities Exchange Act of 1934

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oSoliciting Material Pursuant to § 240.14a-12§240.14a-12

ROOMLINX, INC.
(Name of Registrant As Specified In Its Charter)

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ROOMLINX, INC.
(Name of Registrant as Specified In Its Charter)

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ROOMLINX, INC.
11101 W 120th Avenue,Ave., Suite 200
Broomfield, COColorado 80021

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

to be held December 18, 2012Dear Stockholder:
 
               NOTICE IS HEREBY GIVEN that the Annual MeetingThe board of Stockholdersdirectors of Roomlinx,ROOMLINX, Inc., a Nevada corporation (the “Company” or “Roomlinx”), will be held is soliciting your consent on December 18, 2012, at 10:30 am local time, at the officesbehalf of the Company 11101 W 120th Avenue, Broomfield, Colorado 80021, forto approve the following purposes:proposals (the “Proposals”), which have been approved by our board of directors (the “Board”):
 
1.
To approve the amendment to elect eachArticle Third of Michael S. Wasik, Jay Coppoletta, Carl Vertuca, Jr.the Articles of Incorporation of the Company to make effective a reverse stock split up to and Erin Lydon including 1 for 60, subject to our Boardthe Board’s discretion, and to proportionately reduce the number of Directors to serve untilauthorized shares of the next Annual MeetingCompany’s common stock; and until his or her successor is elected and qualified (“Proposal 1”);

2.To approve the amendment to Article Third of the Articles of Incorporation of the Company to increase the number of shares of authorized common stock from 200,000,000 shares pre-split to 400,000,000 post-reverse stock split shares.
We are soliciting your approval of the Proposals by written consent in lieu of a meeting of stockholders because our Board believes that it is in the best interests of the Company and our stockholders to solicit the approval in the most cost effective manner.  A form of written consent is enclosed for your use.
This consent solicitation statement and accompanying form of written consent will be sent or given to our stockholders from whom we are seeking consent on or about March 9, 2015.  Our Board has fixed the close of business on February 23, 2015 as the record date (the “Record Date”) for determination of our stockholders that are entitled to give written consents.  Only the stockholders of record on the Record Date are entitled to give written consent to the Proposals.
The written consent of stockholders representing a majority of the voting power of our outstanding common stock as of the Record Date is required to approve the Proposals.
Your consent is important regardless of the number of shares of our common stock that you hold.  Although our Board has approved the Proposals, the Proposals require the approval by the vote of our stockholders holding a majority of the voting power of our outstanding common stock as of the Record Date.
Our Board unanimously recommends that you consent to the Proposals.  The Proposals will be approved by our stockholders when we have received written consents to the Proposals from stockholders representing a majority of the voting power of our outstanding common stock.  If you approve the Proposals, please mark the enclosed written consent form to vote “For” each Proposal, and complete, date, sign and return your written consent to us.
March 9, 2015
/s/   Michael S. Wasik                                                       
       Michael S. Wasik
       Chief Executive Officer and Chairman

ROOMLINX, INC.
11101 W 120th Ave., Suite 200
Broomfield, Colorado 80021
Phone: (303) 544-1111
 
Question and Answers about This Consent Solicitation
Why am I receiving these materials?
We are asking our stockholders to approve the following proposals by written consent:
1.  To approve the amendment to ratifyArticle Third of the appointmentArticles of GHP Horwath, P.C. as our independent registered public auditorsIncorporation of the Company to make effective a reverse stock split up to and including 1 for 60, subject to the fiscal year ending December 31, 2012Board of Directors’ discretion and to proportionately reduce the number of authorized shares of the Company’s common stock (“Proposal 2”1”); and

3.2.  To approve the amendment to transact such other business as may properly come beforeArticle Third of the meeting or any adjournment thereof.Articles of Incorporation of the Company to increase the number of shares of authorized common stock from 200,000,000 shares pre-split to 400,000,000 post-reverse stock split shares (“Proposal 2”).
 
   StockholdersOn February 19, 2015, our board of record atdirectors (the “Board”) approved the close of business on November 2, 2012Proposals and we are entitlednow seeking stockholder approval. Stockholder approval is required to notice of and to vote ateffect the meeting and any adjournments.  All stockholders are cordially invited to attend the meeting.  The Board of Directors recommends the following votes:Proposals.
What is included in these materials?
These materials include:
 
·●FOR the election of all of the nominees for the Board of Directors;this consent solicitation statement; and
 
·●FOR ratification of the appointment of GHP Horwath, P.C. as our independent registered public auditors for the fiscal year ending December 31, 2012.written consent form.
Important Notice Regarding the Availability of Materials for This Consent Solicitation
The materials listed above are also available at www.roomlinx.com.
What do I need to do now?
We urge you to carefully read and consider the information contained in this consent solicitation statement. We request that you send your written consent to the Proposals described in this consent solicitation statement.
Who can give the written consents?
Our Board has fixed the close of business on February 23, 2015 as the record date (the “Record Date”) for determination of our stockholders entitled to give written consents.  If you were a stockholder of record on the Record Date, you are entitled to give written consent to the Proposals.  As of the Record Date, there were 6,411,413 shares of our common stock issued and outstanding.
 
 
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on December 18, 2012:  The proxy materials enclosed with this Notice are also available over the internet at www.shareholdermaterial.com/roomlinx. 
 
All stockholders
- 1 -
How many votes do I have?
You have one vote for each share of our common stock that you owned as of the Record Date.
How do I send my written consent?
If your shares are cordially invited to attend the meetingregistered directly in person. Whether or not you expect to attend the meeting,your name with our transfer agent, American Stock Transfer & Trust Company, please complete, date, sign, and return the enclosed proxy card as promptly as possiblewritten consent form via fax, email or mail to any of the following addresses:
·
MAIL: ROOMLINX, Inc., 11101 W 120th Ave., Suite 200, Broomfield, Colorado 80021
·FACSIMILE: (303) 544-1110
·
EMAIL:  RoomlinxConsent@Roomlinx.com
If you hold your shares in order“street name” and wish to ensuresend your representation atwritten consent, you must follow the meeting. A return envelope (whichinstructions given by your broker, bank, or other nominee or contact your broker or bank.
What is postage prepaid if mailedthe difference between a stockholder of record and a “street name” holder?
If your shares are registered directly in the United States) is enclosed for that purpose.  your name with our transfer agent, American Stock Transfer & Trust Company, then you are a stockholder of record with respect to those shares.
If your shares are held in ana stock brokerage account ator by a brokerage firm, bank or other nominee, then the broker, bank, or other nominee is the stockholder of record with respect to those shares. However, you may be able to vote onstill are the Internet or by telephone by following the instructions provided with your voting form. Even if you have already voted your proxy, you may still vote in person if you attend the meeting. Please note, however, that ifbeneficial owner of those shares, and your shares are said to be held in an account“street name.” Street name holders need to follow the instructions located in the consent package you receive from your bank or broker.
What vote is required for the approval of the Proposal?
The Proposals will be approved by our stockholders if we receive written consents from stockholders holding a majority of the voting power as of the Record Date, or written consents representing at least 3,205,708 shares of our common stock.
How are votes counted?
A written consent form that has been signed, dated and delivered to us with the “For” box checked will constitute consent for the Proposals.  A written consent form that has been signed, dated and delivered to us with the “Against” or “Abstain” boxes checked or without any of the boxes checked will be counted as a brokerage firm byvote against the Proposals. Abstentions and broker non-votes will have the same effect as a vote against the Proposals.
A “broker non-vote” occurs when a broker, bank, or other nominee holding shares for a beneficial owner in street name does not vote on the Proposals because it does not have discretionary voting power with respect to the Proposals and you wishhas not received instructions with respect to vote at the meeting, you must obtain a proxy card issued in your nameProposals from the record holder.beneficial owner of those shares, despite voting on at least one other proposal for which it does have discretionary authority or for which it has received instructions.
When is the approval of the Proposals effective?
The approval of our stockholders of each Proposal is effective when we receive the written consents to each Proposal from our stockholders representing a majority of the voting power of our outstanding common stock as of the Record Date.
 
 
Sincerely,
/s/ Michael S. Wasik
Dated:  November 16, 2012
Michael S. Wasik
Chairman of the Board and Chief Executive Officer
 
 
2

ROOMLINX, INC.
11101 W 120th Avenue, Suite 200
Broomfield, CO 80021

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 18, 2012

GENERAL INFORMATION

General
This proxy statement contains information about the 2012 Annual Meeting of Stockholders of Roomlinx, Inc. (the “Annual Meeting”), including any postponements or adjournments of the meeting.  The Annual Meeting will be held at Roomlinx, Inc., 11101 W 120th Avenue, Suite 200, Broomfield, CO 80021, on December 18, 2012, at 10:30am local time.
In this proxy statement, we refer to Roomlinx, Inc. as “Roomlinx,” “us” or the “Company.”
We are first sending by mail these proxy materials (consisting of this proxy statement, our Annual Report on Form 10-K and Form 10-K/A for the year ended December 31, 2011, our Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, and a form of proxy) to each stockholder entitled to vote at the Annual Meeting and making them available over the internet at www.shareholdermaterial.com/roomlinxon or about November 13, 2012.  
Our Annual Report on Form 10-K and Form 10-K/A for the year ended December 31, 2011 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 are also available through the Securities and Exchange Commission’s EDGAR system at http://www.sec.gov.  To request a printed copy of our Annual Report on Form 10-K and Form 10-K/A or our Quarterly Report on Form 10-Q, which we will provide to you without charge, write to Roomlinx, Inc., 11101 W 120th Ave., Suite 200, Broomfield, CO 80021, Attention: CEO. No material on our website is part of this proxy statement.

Your proxy is being solicited by and on behalf of the Board of Directors of Roomlinx to be voted at the Annual Meeting, and at any and all adjournments thereof.  The Annual Meeting is being held for the purposes set forth in the accompanying Notice of Annual Meeting to Stockholders.

Costs of Solicitation

               Our Board is soliciting your proxy for use at the Annual Meeting of Stockholders and at any adjournment of the Annual Meeting of Stockholders. We will bear the costs of the proxy solicitation, including expenses in connection with the preparation of this Proxy Statement.  In addition to solicitation by mail, our officers, directors and employees may solicit proxies in person, by telephone, by facsimile and by e-mail.

Stockholders Entitled to Vote

Pursuant to the By-Laws of the Company, the Board of Directors has fixed the time and date for the determination of stockholders entitled to notice of and to vote at the meeting as the close of business on November- 2 2012.  Accordingly, only stockholders of record at the close of business on such date will be entitled to vote at the meeting, notwithstanding any transfer of any stock on the books of the Company thereafter.

At the close of business on November 2, 2012, (i) the Company had outstanding 6,405,413 shares of Common Stock, $.001 par value per share (the "Common Stock"), each of which entitled the holder to one vote and which are entitled to vote at the Annual Meeting.  There were no issued shares held by the Company in its treasury.
3-
 
 
Required Vote, Broker Non-Votes and Abstentions

The presence
How does the Board recommend that I vote?
Our Board recommends that you vote:
“For” approval of the holders of a majorityamendment to Article Third of the outstandingArticles of Incorporation of the Company to make effective a reverse stock split up to and including 1 for 60, subject to the Board’s discretion, and to proportionately reduce the number of authorized shares of Common Stock entitled to vote at the Annual Meeting, present in person or represented by proxy, is necessary to constitute a quorum. The election of directors nominated will require the vote, in person or by proxy, of a plurality of all shares entitled to vote at the Annual Meeting.  All other matters will require the affirmative vote of a majorityCompany’s common stock; and
“For” approval of the votes cast.

Proxies marked as abstaining (including proxies containing "broker non-votes") on any matteramendment to be acted upon by stockholders will be treated as present atArticle Third of the meeting for purposesArticles of determining a quorum but will not be counted as votes cast on such matters.  A "broker non-vote" occurs when a broker holdsIncorporation of the Company to increase the number of shares of Common Stock for a beneficial owner and does not vote on a particular proposal because the broker does not have discretionary voting power for that particular item and has not received instructionsauthorized common stock from the beneficial owner.  If a quorum is present, abstentions will have no effect on the election of directors or on any of the other proposals200,000,000 shares pre-split to be voted upon.

 If your shares are held for you in an account by a broker, bank or other nominee, you are considered the beneficial owner of shares held in “street name.” As the beneficial owner, you have the right to direct your broker, bank, or nominee how to vote your shares by following their instructions for voting.  If you do not vote your shares that are held in “street name”, your brokerage firm, under certain circumstances, may vote your shares for you if you do not return your proxy. Brokerage firms have authority to vote customers’ unvoted shares on some routine matters. If you do not give a proxy to your brokerage firm to vote your shares, your brokerage firm may either vote your shares on routine matters, or leave your shares unvoted.  Proposal 2, to ratify the appointment of GHP Horwath, P.C. as our independent registered public accounting firm, is considered a routine matter.  Proposal 1, to elect directors, is considered a non-routine matter. Your brokerage firm cannot vote your shares with respect to Proposal 1 unless they receive your voting instructions.  We encourage you to provide voting instructions to your brokerage firm by giving your proxy. This ensures your shares will be voted at the Annual Meeting according to your instructions. You should receive directions from your brokerage firm about how to submit your proxy to them at the time you receive this proxy statement.400,000,000 post-reverse stock split shares.
 
Can I revoke my written consent after sending it?
Yes.  A proxy may bewritten consent, once dated, signed and delivered to us, will remain effective unless and until revoked by the stockholder at any time prior to its being voted. Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by delivery to the Company, Attn: Chief Executive Officer, of a written notice of revocation or a duly executed proxy bearing a later date or by attending the Annual Meeting and voting in person.

If a proxy is properlydated, signed and is not revoked bydelivered to us before the stockholder,time that we have received written consents to the shares it represents will be voted at the meeting in accordance with the instructionsProposals from our stockholders representing a majority of the stockholder. If the proxy is signed and returned without specifying choices, the shares will be voted in favorvoting power of our outstanding common stock as of the electionRecord Date.  Please send your notice of revocation by fax or mail via the same address that you would send your written consent, as director of the nominees listed on the following pages,disclosed elsewhere in favor of Proposal 2, and as recommended by the Board of Directors with regard to all other matters, or if no such recommendation is given, in the proxy holder’s own discretion. Votes are tabulated at the Annual Meeting by inspectors of election.this consent solicitation statement.
 
Dissenters’ RightDo I have rights of Appraisal
There is no proposal to be voted upon at the Annual Meeting for which Nevada law, our articlesappraisal or similar rights of incorporation or bylaws provide a right of a stockholder to dissent and obtain appraisal of or payment for such stockholder’s shares.  Therefore, our stockholders do not have dissenters’ rightsdissenters with respect to the proposals to be voted upon by the stockholders as described in this proxy statement.Proposals?
 
InterestNo.  Neither Nevada law nor our Articles of Certain Persons in Matters to Be Acted Upon

Michael S. Wasik, ChairmanIncorporation or by-laws provide our stockholders with rights of the Boardappraisal or similar rights of Directors and our Chief Executive Officer, owns 291,100 shares of Common Stock and his vote of such shares will countdissenters with respect to each Proposal.the Proposals.

Jay Coppoletta, a memberWho pays for the expense of our Boardthis consent solicitation?
We will be making the solicitation. We will pay for the expense of Directorssoliciting the written consents and a nominee for Director, owns 18,127the cost of preparing, assembling and mailing material in connection therewith. Copies of solicitation materials may be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of our Common Stockcommon stock beneficially owned by others to forward to the beneficial owners. We may reimburse persons representing beneficial owners of our common stock for their costs of forwarding solicitation materials to the beneficial owners. Original solicitation of written consents by mail may be supplemented by telephone, facsimile, other approved electronic media or personal solicitation by our directors, officers, or regular employees. These individuals will receive no additional compensation for such services.
Forward-Looking Statements
This consent solicitation statement contains forward-looking statements. These statements relate to future events. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and his vote will count with respectinvolve known and unknown risks, uncertainties and other factors that may cause our Company’s actual results, levels of activity, performance or achievements to each Proposal.  Mr. Coppoletta is employedbe materially different from any future results, levels of activity, performance or achievements expressed or implied by an entity ownedthese forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or controlledachievements. Except as required by Mr. Matthew Hulsizer and Ms. Jennifer Just.  Mr. Hulsizer and Ms. Just jointly own 976,140applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
OUTSTANDING VOTING STOCK OF THE COMPANY
As of the Record Date, there were 6,411,413 shares of our Common Stock.  Certain trustscommon stock issued and outstanding. The common stock constitutes the only outstanding class of which they may be deemedvoting securities of the Company.  Each share of common stock entitles the holder to beone (1) vote on all matters submitted to the beneficial owners own, instockholders. Stockholders do not have cumulative voting rights or pre-emptive rights for the aggregate, 84,882purchase of additional shares of our Common Stock and they are custodians with respect to, in the aggregate, ancapital stock. The additional 7,500 shares of our Common Stock.  Cenfin LLC, an affiliate of Mr. Hulsizer and Ms. Just, owns 424,000common stock for which authorization is now sought are identical to the shares of our Common Stock.  All such shares will count with respect to each Proposal.common stock now authorized.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the Record Date, the number and percentage of outstanding shares of our common stock owned by (i) each person known to us to beneficially own more than 5% of our outstanding common stock, (ii) each director, (iii) each named executive officer, and (iv) all executive officers and directors as a group.  Share ownership is deemed to include all shares that may be acquired through the exercise or conversion of any other security immediately or within the next 60 days.  Such shares that may be so acquired are also deemed outstanding for purposes of calculating the percentage of ownership for that individual or any group of which that individual is a member.  Unless otherwise indicated, the stockholders listed possess sole voting and investment power with respect to the shares shown.
 
 
4- 3 -
 
 
Security Ownership of Certain Beneficial Owners and Management
The following tables set forth certain information regarding the beneficial ownership of our common stock and preferred stock as of November 2, 2012, by (i) each person who is known by us to be the beneficial owner of more than 5% of our outstanding common stock or preferred stock; (ii) each of our directors and executive officers; and (iii) all of our directors and executive officers as a group. In determining the number and percentage of shares beneficially owned by each person, shares that may be acquired by such person under options or warrants exercisable within 60 days of November 2, 2012 are deemed beneficially owned by such person and are deemed outstanding for purposes of determining the total number of outstanding shares for such person and are not deemed outstanding for such purpose for all other stockholders.

COMMON AND CLASS A PREFERRED STOCK

Name and Address
 
Number of Shares
of Common
Stock
Beneficially
Owned
Percent of
Common Stock
Beneficially
Owned
Number of
Shares of
Class A
Preferred
Stock
Beneficially
Owned
Percent of
Class A
Preferred
Stock
Beneficially
Owned
      
Michael S. Wasik(1)
493,252 7.5%0*
      
Anthony DiPaolo(2)
0 00*
      
Jay Coppoletta18,127 *0*
      
Carl Vertuca, Jr.0 00*
      
Erin Lydon0 00*
      
Jennifer Just(3)
c/o Roomlinx, Inc.
11101 W 120th Avenue
Broomfield, CO 80021
2,317,081 31.8%0*
      
Matthew Hulsizer(4)
c/o Roomlinx, Inc.
11101 W 120th Avenue
Broomfield, CO 80021
2,315,581 31.8%0*
      
Verition Multi-Strategy Master Fund Ltd. (5)
c/o Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
693,393 10.8%0*
      
All executive officers and directors (5 persons)511,379 7.7%0*
* less than 1%
5
Name and Address 
Amount and 
Nature of  
Beneficial 
Ownership 
 
Percent of Class 
of Common Stock
 
       
Michael S. Wasik (1) 611,779  9.5%
c/o Roomlinx, Inc.
11101 W 120th Avenue
Broomfield, CO 80021
      
       
Matthew Hulsizer  (2) 1,570,581  24.5%
c/o Roomlinx, Inc.      
11101 W 120th Avenue
      
Broomfield, CO 80021      
       
Jennifer Just (3) 1,572,081  24.5 %
c/o Roomlinx, Inc.      
11101 W 120th Avenue
      
Broomfield, CO 80021      
       
Verition Multi-Strategy Master Fund Ltd. (4) 694,793  10.8%
c/o Maples Corporate Services Limited      
PO Box 309, Ugland House      
Grand Cayman, KY1-1104      
Cayman Islands      
       
Lewis Opportunity Fund (5) 604,379  9.4%
c/o Lewis Asset Management      
500 5th Avenue – Suite 2240
      
New York, NY 10111      
 
(1)
*       less than one percent.
(1)Includes (i) 291,100 outstanding shares owned by Mr. Wasik, (ii) options to purchase 100,000 shares at $2.00 per share which expire on November 20, 2013,2016, (iii) options to purchase 100,000 shares at $3.30$0.60 per share which expire on June 5, 2016, and (iv) options to purchase 2,252 share3,378 shares at $3.10$0.60 per share which expire on April 12, 2017.2017 (v) options to purchase 78,334 shares at $2.10 per share which expire on April 14, 2019, (vi) options to purchase 15,734 shares at $0.60 per share which expire on June 6, 2019, (vii) options to purchase 3,333 shares at $0.60 which expire December 18, 2019, and (viii) options to purchase 20,000 shares at $2.00 which expire December 27, 2019.  Does not include (i) options to purchase 1,12639,166 shares at $3.10$2.10 per share which vest on April 12, 2013 and expire on April 12, 2017, and (ii) options to purchase 117,500 shares at $4.00 per share which vest equally on March 14, 2013, 2014 and 2015, subject to certain performance metrics determined by the Board of Directors relating to the rollout of Roomlinx’s iTV system in Hyatt hotel rooms, and(ii) options to purchase 23,6007,866 shares at $2.89$0.60 per share which vest on equallyJune 6, 2015, and expire on June 6, 2019, (iii) options to purchase 6,667 shares at $0.60 per share which vest equally on December 18, 2014 and 2015, and expire on December 18, 2019 and (iv) options to purchase 40,000 shares at $2.10 per share which vested or will vest equally on December 27, 2014 and December 27, 2015, and expire on December 27, 2019.  Mr. Wasik disclaims beneficial ownership of 9,000 options granted to his wife as follows: (i) options to purchase 5,000 shares at $0.60 which vested or will equally on December 18, 2013, 2014 and 2015, and expire on June 6, 2019.December 18, 2019 and (ii) options to purchase 4,000 shares at $0.60 which vested or will vest equally on December 27, 2013, 2014 and 2015.
  
(2)Does not include optionsIncludes (i) 976,140 shares of Common Stock jointly owned with Jennifer Just, (ii) 42,441 shares of Common Stock owned by the Hulsizer Descendant Trust, (iii) 424,000 shares of Common Stock owned by Cenfin LLC, an affiliate of Jennifer Just, (iv) warrants owned by Cenfin LLC expiring on March 16, 2015 to purchase 30,00081,000 shares of Common Stock at $2.38$2.00 and 44,000 shares of Common Stock expiring on March 16, 2015 at  $4.00 per share, which vest ratably on August 15, 2013, 2014 and 2015 and expire on April 12, 2017.(v) 3,000 shares held as Custodian for the benefit of his child.
  
(3)Includes (i) 976,140 shares of Common Stock jointly owned with Matthew Hulsizer (ii) 42,441 shares of Common Stock owned by the Just Descendant Trust, (iii) 424,000 shares of Common Stock owned by Cenfin LLC, an affiliate of Jennifer Just, (iv) warrants owned by Cenfin LLC expiring at various dates betweenon March 16, 2015 and October 31, 2014 to purchase 870,00081,000 shares of Common Stock at $2.00 and 44,000 shares of Common Stock expiring on March 16, 2015 at  $4.00 per share, and (v) 4,500 shares held as Custodian for the benefit of her children.
  
(4)Includes (i) 976,140 shares of Common Stock jointly owned with Jennifer Just, (ii) 42,441 shares of Common Stock owned by the Hulsizer Descendant Trust, (iii) 424,000 shares of Common Stock owned by Cenfin LLC, an affiliate of Matthew Hulsizer, (iv) warrants owned by Cenfin LLC expiring at various dates between March 16, 2015 and October 31, 2014 to purchase 870,000 shares of Common Stock at $2.00 per share, and (v) 3,000 shares held as Custodian for the benefit of his child.
 
(5)(4)Includes (i) 410,518 shares owned by Verition Multi Strategy Master Fund Ltd. (the “Fund”), (ii)164,695 shares owned by Wilmot Advisors LLC, and (iii) 53,180 shares owned by Ricky Soloman, (iv) warrants owned by Verition expiring on May 3, 2015 to purchase 50,000 shares of common stock at $3.75 per share, and (v) warrants owned by Ricky Soloman expiring on May 3, 2015 to purchase 15,000 shares of common stock at $3.75 per share.  Verition serves as the investment manager to the Fund and in such capacity may be deemed to have voting and dispositive power over the shares held for the Fund.  Nicholas Maounis is the managing partner of Verition and Ricky Soloman is the managing partner of Wilmot.
(5)Includes (i) 616,551 shares owned by Lewis Opportunity Fund and (ii) 57,894 shares owned by Lewis Opportunity Fund LP, for which Mr. Lewis has investment and/or voting control.
 
 
PROPOSAL 1
ELECTION OF DIRECTORS
Pursuant to our By-laws, our Board of Directors shall consist of one (1) or more members, the exact number of which shall be fixed from time to time by the Board of Directors.  The Board of Directors has fixed the number of Directors constituting the entire Board at four (4) effective as of the date of the Annual Meeting.  Each Director elected by the stockholders’ actions will serve until the Company's next Annual Meeting and until his successor is duly elected and qualified.
               Directors are elected by a plurality of the votes cast by the shares entitled to vote. “Plurality” means that the individuals who receive the largest number of votes are elected as directors up to the maximum number of directors to be chosen. Therefore, shares not voted, whether by withheld authority or otherwise, have no effect on the election of directors.
               Set forth below is biographical information for the nominees for election to the Board of Directors including information furnished by them as to their principal occupations at present and for the past five years, certain directorships held by each, their ages as of November 2, 2012 and the year in which each Director became a Director of the Company.
Jay Coppoletta, a member of our Board of Directors and a nominee for Director, is employed by an entity owned or controlled by Matthew Hulsizer and Jennifer Just, beneficial owners of in excess of 25% of the outstanding shares of Common Stock of the Company.  There are no family relationships between any nominee and/or any executive officers of the Company.
 
 
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Unless instructed otherwise,
We do not know of any other shareholder who has 5 percent or greater of the enclosed proxyissued and outstanding shares.
There are no voting trusts or similar arrangements known to us whereby voting power is held by another party not named herein.  We know of no trusts, proxies, power of attorney, pooling arrangements, direct or indirect, or any other contract arrangement or device with the purpose or effect of divesting such person or persons of beneficial ownership of our common shares or preventing the vesting of such beneficial ownership.
Changes in Control
We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change of control of our company.
PROPOSAL 1
THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE TO AMEND ARTICLE THIRD OF THE ARTICLES OF INCORPORATION OF THE COMPANY TO EFFECT A REVERSE STOCK SPLIT UP TO AND INCLUDING 1 FOR 60, SUBJECT TO THE BOARD’S DISCRETION, AND TO PROPORTIONATELY REDUCE THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY’S COMMON STOCK

The Board has approved, and is hereby soliciting stockholder approval of, the amendment to the Company’s Articles of Incorporation to make effective a reverse stock split of the Company’s common stock at a ratio of up to and including one-for-sixty, subject to the Board’s discretion to determine, without any further action by stockholders, not to proceed with a reverse stock split if it determines that a reverse stock split is no longer in the best interest of the Company and its stockholders. The language of the new Article Third of the Articles of Incorporation which would be contained in an amendment is set forth in Exhibit A to this Consent Solicitation (the “Reverse Stock Split Amendment”).   A vote for this Proposal 1 will constitute approval of the Reverse Stock Split Amendment providing for the combination of any whole number of shares of common stock up to sixty into one share of common stock and will grant the Board the authority to select the approved exchange ratio which will be voted FORimplemented. If stockholders approve this proposal, the electionBoard will have the authority, but not the obligation, in its sole discretion and without further action on the part of the nominees named below. Voting is not cumulative. While management has no reasonstockholders, to believe thatselect the nominees will not be available as candidates, should such a situation arise, proxies may be voted forapproved reverse stock split ratio and to effect the electionapproved reverse stock split by filing the Reverse Stock Split Amendment with the Secretary of such other persons as a Director as the holdersState of the proxies may, in their discretion, determine. Proxies cannot be voted for a greater numberState of persons thanNevada at any time after the approval of the Reverse Stock Split Amendment. If the Reverse Stock Split Amendment is approved by stockholders and has not been filed with the Secretary of State of the State of Nevada by the close of business on the first anniversary of the date on which the stockholders approved it, the Board will abandon the Reverse Stock Split Amendment. If the reverse stock split is implemented, the Reverse Stock Split Amendment also would proportionately reduce the number of nominees named.

Recommendationauthorized shares of Our Boardour common stock as set forth below, but would not change the par value of Directorsa share of our common stock. Except for any changes as a result of the treatment of fractional shares, each stockholder will hold the same percentage of common stock outstanding immediately following the reverse stock split as such stockholder held immediately prior to the reverse stock split.

The Board believes that stockholder approval of Directors unanimously recommends a vote FORmaximum exchange ratio (rather than an exact exchange ratio) provides the election of eachBoard with maximum flexibility to achieve the purposes of the nominees named below.
Executive Officers, Director Nomineesreverse stock split. If the stockholders approve this Proposal 1, as well as Proposal 2, the reverse stock split will be made effective, if at all, only upon a determination by the Board that the reverse stock split is in the Company’s and Qualifications
The biographies of each of our current executive officers, directorsits stockholders’ best interests at that time. In connection with any determination to make effective the reverse stock split, the Board will set the time for such a split and significant employees below contain information regardingselect a specific ratio within the person’s positionsrange. These determinations will be made by the Board with the Company, business experience, director positions held currently or at any time duringintention to create the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and,greatest marketability for directors, the experiences, qualifications, attributes or skills that led to the conclusion that the person should serve as a director for the Company.

NameAgePosition and Offices with the Company
Michael S. Wasik43
Chief Executive Officer and Chairman of the Board of Directors (nominee)
Anthony DiPaolo53Chief Financial Officer and Principal Accounting Officer
Jay Coppoletta34
Director (nominee)
Carl Vertuca, Jr.65
Director (nominee)
Erin Lydon43
Director (nominee)
Michael S. Wasik has served as the Company's Chief Executive Officer and member of the Board of Directors since November 2, 2005, and as the Company’s Chief Financial Officer from October 1, 2011 to July 23, 2012.  Mr. Wasik joined the Roomlinx Executive Management team in August of 2005 after executing the merger of his company, SuiteSpeed, with Roomlinx.   During Mr. Wasik’s first three years as CEO, he successfully restructured Roomlinx’ balance sheet, eliminating debt and raising just under ten million in debt and equity financing.    He also took Roomlinx from a non-reporting, pink sheet company to a fully reporting company with the SEC currently trading on the OTC exchange.  Currently Mr. Wasik is responsible for leading Roomlinx, which includes the development and market penetration of Roomlinx’ newest product, Roomlinx Interactive TV.
Prior to the Roomlinx merger, Mr. Wasik was the CEO/Founder of SuiteSpeed Inc. a wireless Internet provider within the hospitality market.  Having launched SuiteSpeed in late 2002, Mr. Wasik was responsible for defining technology architecture, market direction, and the overall vision for this fast growing WiFi company. Mr. Wasik expanded the company’s geographical coverage from its Denver backyard to serving hotel chains and independents across the U.S.  Under his direction, SuiteSpeed was on Mercury’s top 100 fastest growing companies list for 2003 and 2004.

Mr. Wasik is also the Founder and Chairman of the Board of TRG Inc., an IT consulting company.  Having launched TRG in late 1997 with no outside funding, Mr. Wasik was responsible for the overall sales and marketing effort, and defined TRG’s overall vision. Under his leadership, the company achieved average growth of 300% per year, over the first four years with positive EBITDA.  Mr. Wasik expanded the company’s billable resources from 6 consultants in 1997 to 60 consultants in 2000 serving Fortune 500 corporations across the U.S.  Mr. Wasik has managed over 60 people in 4 offices throughout the United States.

Mr. Wasik was nominated for the 2005 Ernst and Young Entrepreneur of the Year award and currently sits on the Editorial Board for Hotel Executive publication.

Mr. Wasik’s day-to-day strategic leadership provides the Roomlinx Board of Directors with extensive knowledge of the Company’s operations.
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Anthony DiPaolo has over 20 years of experience as a senior finance and accounting professional.  Most recently, from February 2007 through June 2012, Mr. DiPaolo was employed by Incentra Solutions (“Incentra”), a provider of information technology and storage management solutions to enterprises and managed services providers in North America and Europe.  Incentra was publicly traded through April 2009 when it became a private company.  Mr. DiPaolo was the Chief Financial Officer of Incentra through January 2010, when he was appointed President following Incentra's divestiture of its value added resale business.  Incentra changed its name to Presilient in June 2010.  Mr. DiPaolo resigned from his position as President in August 2010 and remained an employee of Presilient through June 2012.  Mr. DiPaolo has a bachelor of science in accounting from the University of Denver and is a licensed certified public accountant in Colorado.
Jay Coppoletta, a Director since 2010, is the Chief Legal Officer of PEAK6 Investments, L.P., a position he has held since February 2010, and since November of 2012, has also served as its Chief Corporate Development Officer.  PEAK6 Investments, L.P. is a Chicago based financial institution engaged in proprietary trading, asset management and retail brokerage services.  Prior to joining PEAK6, Mr. Coppoletta was an associate in the Chicago office of Sidley Austin LLP for over six years.  Sidley Austin LLP is an international law firm with over fifteen offices and 1,600 attorneys.  Mr. Coppoletta’s practice while at Sidley Austin LLP focused on mergers and acquisitions and counseling boards of directors of public companies.  Mr. Coppoletta is a member of the state bar of Illinois and graduated magna cum laude from the University of Michigan Law School, where he was a member of the Law Review, in 2003.  Mr. Coppoletta received a Bachelor of Arts summa cum laude from Loyola University Chicago in 2000.  Mr. Coppoletta provides the Roomlinx Board of Directors with experience in corporate governance matters and strategic transactions.

Carl R. Vertuca, Jr., a Director since August 2012, is currently a member of the Board of Directors and Chair of the Audit Committee of Research Electro Optics.  REO provides high-end optical solutions for Semiconductor Process Equipment, Aerospace and Defense Systems, Telecommunications, Laser Manufactures and Life Sciences Instrumentation. Mr. Vertuca is currently the chairman of the Board of Revert, Inc. Revert provides compliance for data privacy regulations.  Mr. Vertuca was the Chairman of the Board and Audit Chair for Reptron Electronic, Inc. after its emergence from bankruptcy in 2004 until it was sold to Kimball Electronics Group in 2007. Mr. Vertuca served DDi Corp., Inc. as a member of the Board of Directors, Chairman of the Audit Committee and member of the Nominating and Governance Committee from December 2003 through May 2012.  DDiCorp is a leading provider of time-critical, technologically advanced electronics manufacturing services for the electronics industry.  DDiCorp was sold to Viasystems for approximately $268 million cash in a transaction that closed May 31, 2012. Mr. Vertuca was also a member of the Board of Directors and Audit Committee Chairman of Spicy Pickle Franchising, Inc. from September 2010 until January 2012.  Mr. Vertuca previously served as the Executive Vice President of Finance, Administration and Corporate Development at the DII Group Inc. from March 1993 until April 2000.  Mr. Vertuca was instrumental in sale of the DII Group to Flextronics Holdings USA, Inc. in April 2000 for more than $4 billion.  Prior to the DII Group, Mr. Vertuca held various senior level management positions in manufacturing, engineering and finance at IBM Corporation and StorageTek Corporation.  In addition, Mr. Vertuca has served on multiple company boards and served as the chairman of the audit committee at both public and private companies.  Mr. Vertuca received his Associate of Science Degree in Mechanical Engineering, Bachelor of Science Degree in Business and a Master of Business Administration Degree from the University of Kentucky.  Mr. Vertuca provides the Roomlinx Board of Directors with extensive financial and executive experience with large organizations, translation experience and experience as a director of public companies.
Erin L. Lydon, a Director since August 2012, has served as a Director at Marbles: The Brain Store, a privately-held national retailer based in Chicago, from May 2012 through the present date.  Ms. Lydon served as second vice president and a board member of the Boys and Girls Club in Brookings, SD from December 2007 through September 2009. Previously, she served as a Vice President at the JP Morgan Private Bank where she oversaw $400 million in assets.  Prior to joining JP Morgan, she was the Director of Development at Northwestern Memorial Foundation where she led fundraising initiatives for 17 community organizations comprised of 525 board members, representing Chicago's leading executives in legal, finance, medical and manufacturing professions. As the Foundation's youngest appointed director, she consulted and negotiated with hospital senior management, physicians and board leadership on philanthropic priorities and strategies.  Erin earned her Master of Business Administration Degree in Finance from the Kellogg School of Management at Northwestern University in 1999. She graduated cum laude from Bates College in 1992 with a Bachelor of Arts in English.  She has served on several non-profit committees including the Bates College Alumni Council.  Ms. Lydon provides the Company with access to a vast network of potential investors and hospitality industry partners and provides the Roomlinx Board of Directors with strategic focus on brand-building and marketing at a time when the Company is actively engaged in both.
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Related Party Transactions
The Company maintains a Revolving Credit, Security and Warrant Purchase Agreement and Addendums I, II, and III (collectively the “Credit Agreement") with Cenfin LLC an entity owned or controlled by Matthew Hulsizer and Jennifer Just, beneficial owners of in excess of 25% of the outstanding shares of Common Stock of the Company.  Under and subject to the terms of the Credit Agreement, the Company may draw up to a maximum of $25,000,000.  Revolving Credit Notes are executed to evidence each advance and the Company concomitantly issues warrants to purchase shares of Roomlinx stock equal to 50% of the principal amount funded at $2.00 per share on the first $5,000,000 of draws and at the average listed stock price on the date of the transaction thereafter.  Each Warrant will be exercisable for a three year period.  Interest accrues monthly at the fed rate plus 5% and is paid quarterly. For the years ended December 31, 2011 and 2010, Cenfin advanced the Company $2,480,000 and $1,232,000; and the Company paid Cenfin interest expense of $150,623 and $137,773 respectively.

Effective July 25, 2011, Roomlinx executed a consulting arrangement for marketing services with TRG, Inc., an entity owned by Michael Wasik, the CEO and Chairman of Roomlinx.  For the year ended December 31, 2011, Roomlinx paid TRG $14,535 for services performed in accordance with said arrangement.

There have been no transactions, or series of similar transactions, during 2011 or the current year, or any currently proposed transaction, or series of similar transactions, to which the Company was or is to be a party, in which the amount involved exceeded or is expected to exceed $120,000 and in which any director of our company, any executive officer of our company, any stockholder owning of record or beneficially 5% or more of our common stock or any member of the immediate family of any of the foregoing persons, had, or will have, a direct or indirect material interest, except as otherwise disclosed above (a “Related Person Transaction”).based upon prevailing market conditions at that time.

The Company’s policy with regardsBoard reserves its right to Related Person Transactions requireselect to abandon the reverse stock split if it determines, in its sole discretion, that where a transaction has been identified as a Related Person Transaction,this proposal is no longer in the noninterested members of the Board of Directorsbest interest of the Company must approve or ratify it. Management must present to such noninterested membersand its stockholders.

Purpose of the Board of Directors a description of, among other things, the material facts, the interests, direct and indirect,Reverse Stock Split Amendment

The purpose of the related persons,reverse stock split is to increase the benefits to the Companyper share trading value of the transactioncommon stock. The Board intends to make effective the proposed reverse stock split only if it believes that a decrease in the number of shares outstanding is likely to improve the trading price for the common stock, and whether any alternative transactions were available. To identify Related Person Transactions,only if the Company relies on information suppliedimplementation of a reverse stock split is determined by its executive officers and Directors. In considering Related Person Transactions, the noninterested members of the Board of Directors take into account the relevant available facts and circumstances including, but not limited to (a) the risks, costs and benefits to the Company, (b) the impact on a Director’s independencebe in the event the related person is a director, immediate family member of a Director or an entity with which a Director is affiliated, (c) the terms of the transaction, (d) the availability of other sources for comparable services or products and (e) the terms available to or from, as the case may be, unrelated third parties or to or from employees generally. In the event a Director has an interest in the proposed transaction, the Director must recuse himself or herself from the deliberations and approval. In determining whether to approve, ratify or reject a Related Person Transaction, the noninterested members of the Board of Directors look at, in light of known circumstances, whether the transaction is in, or is not inconsistent with, the best interests of the Company and its stockholders, as determined by themstockholders. The Board may exercise its discretion not to implement a reverse stock split.

A reverse stock split would allow a broader range of institutions to invest in the good faith exercisecommon stock (namely, funds that are prohibited from buying stocks with a price below a certain threshold), potentially increasing the trading volume and liquidity of the common stock. A reverse stock split would also help increase analyst and broker interest in the common stock, as their discretion.

Involvementpolicies can discourage them from following or recommending companies with lower stock prices. Because of the trading volatility often associated with lower-priced stock, many brokerage houses and institutional investors have adopted internal policies and practices that either prohibit or discourage them from investing in Certain Legal Proceedingssuch stocks or recommending them to their customers. Some of those policies and practices may also function to make the processing of trades in lower-priced stocks economically unattractive to brokers.
 
To our knowledge, none of our directors or executive officers has during the past ten years (i) been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (ii) had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time, except Incentra Solutions filed for bankruptcy protection in 2009 while Mr. DiPaolo served as an officer; (iii) been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; (iv) been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; (v) been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or (vi) been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a) (26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
 
 
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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors and persons who own more than 10 percent of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC.  During and/or with respect to the fiscal year ended December 31, 2011, (i) Michael S. Wasik, a Director and Officer of the Company, filed one Form 4 reporting a total of three transactions on a non-timely basis, (ii) Jay Coppoletta, a Director of the Company, filed one Form 4 reporting a single transaction on a non-timely basis, (iii) Matthew Hulsizer, a beneficial owner of more than ten percent of the Company’s Common Stock, filed one Form 4 reporting a total of eleven transactions on a non-timely basis, and (iv) Jennifer Just, a beneficial owner of more than ten percent of the Company’s Common Stock, filed one Form 4 reporting a total of eleven transactions on a non-timely basis.  Other than as disclosed in the previous sentence, to the Company’s knowledge, no director, officer or beneficial owner of more than ten percent of any class of registered equity securities of the Company failed to file on a timely basis reports required by Section 16(a) of the Exchange Act during the fiscal year ended December 31, 2011.

Information Regarding the Board of Directors and Its Committees

ROLE OF OUR BOARD OF DIRECTORS
Our Board of Directors monitors and oversees overall corporate performance, our short-term and long-term strategic and business planning, the integrity of our financial controls, risk management, and legal compliance procedures. It elects senior management and oversees succession planning and senior management’s performance and compensation. The Board also oversees and reviews with management its business plan, financing plans, budget, and other key financial and business objectives.

BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT 

The Company does not currently separate the Chief Executive Officer and Chairman of the Board positions.  The Board of Directors does not currently have a lead independent director.  The Board of Directors believes that this structure is appropriate for the current characteristics and circumstances of the Company due to the Company’s current size and the resulting efficiency of a Board of Directors that is also limited in size and in which the Chief Executive Officer also serves as the Chairman of the Board.
Independent members of the Board keep informed about our business through discussions with the Chief Executive Officer, by reviewing materials provided to them by the Company on a regular basis and in preparation for Board and committee meetings, and by participating in meetings of the Board and its committees.  These practices afford the Board members the opportunity to oversee risk management, raise questions and engage in discussions with management regarding areas of potential risk and administer the Board’s oversight function.
The Company compensates its employees with base salaries along with incentive programs designed to encourage behavior which is supportive of the long-term interests of the corporation. In 2011, the Company performed a review of its compensation policies and programs to determine whether such policies and programs encourage unnecessary or inappropriate risk-taking by the Company’s employees. Based on this review, the Company concluded that the risks arising from these programs are not reasonably likely to have a material adverse effect on the Company.

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INDEPENDENCE 

A majority of our current directors qualify as “independent.”  The NASDAQ definition of independence includes a series of objective tests, such as that the director is not an employee of the company and has not engaged in various types of business dealings with the company. As required by NASDAQ rules, the Board of Directors has considered the independence of each director currently serving on the Board of Directors and has made a subjective determination as to Ms. Lydon and Messrs. Coppoletta and Vertuca, Jr., who have each been determined to be “independent” within the meaning of independence under the listing standards of NASDAQ, that no relationships exist which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out their responsibilities of a director. In making these determinations, the Board of Directors reviewed and discussed information provided by each director and by the Company with regard to each director’s business and personal activities as they may relate to the Company and Company management. With respect to Mr. Coppoletta, the Board of Directors considered that he is employed by an entity controlled by Matthew Hulsizer and Jennifer Just.

AUDIT COMMITTEE

The Company has an Audit Committee of the Board of Directors, the current members of which are Carl Vertuca, Jr. and Erin Lydon. The Audit Committee does not have a charter.  The Board of Directors has delegated to the Audit Committee the following principal duties: (i) reviewing with the independent outside auditors the plans and results of the audit engagement; (ii) reviewing the adequacy of the internal accounting controls and procedures; (iii) monitoring and evaluating the financial statements and financial reporting process; (iv) reviewing the independence of the auditors; and (v) reviewing the auditors' fees. As contemplated by the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated by the Securities and Exchange Commission there under, the Audit Committee has assumed direct responsibility for the appointment, compensation, retention and oversight of our independent auditors in accordance with the timetable established with the Securities and Exchange Commission. The Audit Committee has been established in accordance with the provisions of the Sarbanes-Oxley Act.  On August 17, 2012, Judson Just resigned as a member of the Audit Committee.  On August 20, 2012, Jay Coppoletta resigned as a member of the Audit Committee and Carl Vertuca, Jr. and Erin Lydon were appointed as members of the Audit Committee.  During 2011, the Audit Committee met five times.

AUDIT COMMITTEE FINANCIAL EXPERT
The Board of Directors has determined that it has an “audit committee financial expert” serving on the Audit Committee, Carl Vertuca, Jr.  The Board of Directors has determined that Mr. Vertuca is “independent” within the meaning of independence under the listing standards of NASDAQ.

REPORT OF THE AUDIT COMMITTEE
The following report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this Report by reference therein.

Management has primary responsibility for the Company’s internal control and financial reporting process, and for making an assessment of the effectiveness of the Company’s internal control over financial reporting.  GHP Horwath, P.C. is responsible for performing an independent audit of the Company’s (i) consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) and (ii) the Company’s internal control over financial reporting and to issue an opinion on those financial statements and internal control over financial reporting.  The Audit Committee’s responsibility is to monitor and oversee these processes.

The Audit Committee has reviewed and discussed the Company’s quarterly and annual audited financial statements with management and with StarkSchenkein, LLP, the Company’s former independent registered public accountants and GHP Horwath, P.C., the Company’s current independent registered public accountants, as applicable.  The Company has also discussed with GHP Horwath, P.C. the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended, as adopted by the Auditing Standards Board of the American Institute of Certified Public Accountants.  The Audit Committee has also received from GHP Horwath, P.C. the written communication and the letter required by applicable requirements of the PCAOB regarding GHP Horwath, P.C.’s communication with the Audit Committee concerning independence.  The Audit Committee has discussed with GHP Horwath, P.C. their independence.
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Based on
Impact of the reviewReverse Stock Split Amendment if Implemented

If approved and discussions referred to above,effected, the Audit Committee recommendedreverse stock split will be realized simultaneously and in the same ratio for all of the common stock. The reverse stock split will affect all holders of the common stock uniformly and will not affect any stockholder’s percentage ownership interest, or voting power, in the Company (subject to the Boardtreatment of Directors thatfractional shares). As described below, holders of common stock otherwise entitled to a fractional share as a result of the December 31, 2011 audited financial statementsreverse stock split will receive a cash payment in lieu of such fractional share. These cash payments will reduce the number of post-reverse stock split holders of the common stock to the extent there are at the time the reverse stock split is made effective, stockholders who would otherwise receive less than one share of common stock after the reverse stock split. In addition, the reverse stock split will not affect any stockholder’s proportionate voting power (subject to the treatment of fractional shares).

The principal effects of the Reverse Stock Split Amendment will be included in the Company’s Annual Report on Form 10-K for 2011.that:

 Audit Committee•depending on the ratio for the reverse stock split selected by the Board, up to each sixty shares of common stock owned by a stockholder, or any whole number of shares of common stock up to sixty, as determined by the Board, will be combined into one new share of common stock;
Mr. Carl Vertuca, Jr.
Ms. Erin Lydon
COMPENSATION COMMITTEE

The Compensation Committee is responsible for providing assistance to the Board in the discharge of its responsibilities relating to compensation and development of the Company’s Chief Executive Officer and other executive officers. In addition, the Compensation Committee reviews, adopts, terminates, amends or recommends to the Board the adoption, termination or amendment of equity-based employee plans, incentive compensation plans and employee benefit plans, as further described in the Compensation Committee Charter.  The Compensation Committee may use a compensation consultant to assist in the evaluation of Chief Executive Officer or executive officer compensation. The Compensation Committee has the sole authority to retain and terminate any compensation consultant and to approve the consultant’s fees and other retention terms.  The members of the Compensation Committee are Erin Lydon and Jay Coppoletta.  In accordance with NASDAQ Marketplace Rule 4200, a majority of “independent” directors is required to recommend and approve the compensation of executive officers.

NOMINATING COMMITTEE

The Board of Directors does not have a standing Nominating Committee. Due to the size of the Company and the resulting efficiency of a Board of Directors that is also limited in size, the Board of Directors has determined that it is not necessary or appropriate at this time to establish a separate Nominating Committee. Potential candidates are discussed by the entire Board of Directors, and director nominees are selected by Board of Director resolution subject to the recommendation of a majority of the independent directors.  Although the Board of Directors has not established any minimum qualifications for director candidates, when considering potential Director candidates, the Board considers the candidate's character, judgment, diversity, skills, including financial literacy, and experience in the context of the needs of the Company and the Board of Directors.  In 2011, the Company did not pay any fees to any third party to assist in identifying or evaluating potential nominees.

The Board of Directors will consider director candidates recommended by the Company’s stockholders in a similar manner as those recommended by members of management or other directors, provided the stockholder submitting such nomination has provided such recommendation on a timely basis as described in “Stockholders’ Proposals” below.  

BOARD DIVERSITY

The Board of Directors has not established a formal policy with respect to diversity.

DIRECTORS' ATTENDANCE AT MEETINGS OF THE BOARD OF DIRECTORS

During the fiscal year ended December 31, 2011, the full Board of Directors met 10 times and all directors were present at each such meeting.

DIRECTORS' ATTENDANCE AT ANNUAL MEETING OF STOCKHOLDERS

Members of the Board of Directors will not be required to attend the Company's Annual Meeting of Stockholders.
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STOCKHOLDER COMMUNICATIONS WITH DIRECTORS

Stockholder communications to the Board of Directors may be sent by mail addressed to the Board of Directors generally, or to a member of the Board of Directors individually, c/o Michael S. Wasik, Roomlinx, Inc., 11101 W 120th Ave, Suite 200, Broomfield, CO 80021.  All communications so addressed will be immediately forwarded to the Board of Directors or the individual member of the Board of Directors, as applicable.

CODE OF ETHICS

The Company has adopted a code of ethics that applies to the Company's chief executive officer, chief financial officer, principal accounting officer or controller and persons performing similar functions. The Company shall provide to any person, without charge, upon request, a copy of such request. Any such request may be made by sending a written request for such code of ethics to: Roomlinx, Inc., 11101 W 120th Ave, Suite 200, Broomfield, CO 80021, Attn.: Michael S. Wasik, Chief Executive Officer.
Executive and Director Compensation
SUMMARY COMPENSATION TABLE

The following table sets forth the cash and non-cash compensation for awarded to or earned by (i) each individual serving as our chief executive officer during the fiscal year ended December 31, 2011 and (ii) each other individual that served as an executive officer at the conclusion of the fiscal year ended December 31, 2011 and who received in excess of $100,000 in the form of salary and bonus during such fiscal year (collectively, the “named executive officers”). 

Name and
Principle Position		YearSalary ($)Bonus ($)Stock Awards ($)Option
Awards ($)		Total ($)
       
Michael S. Wasik, CEO2011159,900-27,000(3)-186,900
       
Michael S. Wasik, CEO2010150,000--9,634(1)159,634
       
Edouard Garneau, CFO(4)2011119,942---119,942
       
Edouard Garneau, CFO(4)201037,500--167,693(2)205,193
       
Steven Skalski, COO201123,538--91,288(3)114,826
   
(1)In 2010 •the following assumptions were usednumber of shares of common stock issued and outstanding will be reduced from approximately 6,411,413 to determinedown to 106,857 shares (on a 1 for 60 exchange ratio), depending upon the fair value ofreverse stock option awards granted: historical volatility of 128%, expected option life of 7.0 years and a risk-free interest rate of 3.29%. (Wasik)split ratio selected by the Board;
  
(2)In 2010 •the following assumptions were usednumber of authorized shares of common stock will be reduced from 200,000,000 to determineas low as 3,333,333 shares (and then up to 400,000,000 if the fair valueCompany’s stockholders approve Proposal 2 described in the Consent Solicitation) depending upon the reverse stock split ratio chosen by the Board;

•based upon the reverse stock split ratio selected by the Board, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or conversion of all outstanding options, warrants, and other convertible or exchangeable securities entitling the holders thereof to purchase, exchange for, or convert into, shares of common stock, optionwhich will result in approximately the same aggregate price being required to be paid for such options and restricted stock awards granted: historical volatility of 135%, expected option life of 7.0 years and a risk-free interest rate of 1.90%. (Garneau)units upon exercise immediately preceding the reverse stock split; and
  
(3)In 2011 the following assumptions were used to determine the fair value of stock option awards granted: historical volatility of 132%, expected option life of 7.0 years and a risk-free interest rate of 1.41%.
 
(4)•Mr. Garneau joined Roomlinx on October 1, 2010 and his employment ended on September 9, 2011.
the number of shares reserved for issuance or pursuant to the securities or plans described in the immediately preceding bullet will be reduced proportionately based upon the reverse stock split ratio selected by the Board.
This Proposal requires approval by a majority of the votes entitled to vote hereunder.  This Proposal 1 is conditioned upon the approval by stockholders of Proposal 2 in this Consent Solicitation.  If Proposal 1 is approved by stockholders and Proposal 2 is rejected by Stockholders, Proposal 1 will not take effect.  If Proposal 2 is approved by stockholders, the Board shall retain its discretion to abandon implementation of Proposal 1, even if it is approved.
RECOMMENDATION OF THE BOARD FOR PROPOSAL 1:
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” APPROVAL
OF THE AMENDMENT TO ARTICLE THIRD OF THE ARTICLES OF INCORPORATION OF THE COMPANY
TO MAKE EFFECTIVE A REVERSE STOCK SPLIT UP TO AND INCLUDING 1 FOR 60, SUBJECT TO THE BOARD’S DISCRETION
AND TO PROPORTIONATELY REDUCE THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY’S COMMON STOCK

If Proposals 1 and 2 are Approved.

Proposal 1 will not be implemented unless Proposal 2 is also approved.  Therefore, the table below illustrates the effect, as of the Record Date of February 23, 2015 and assuming that Proposals 1 and 2 are approved illustrating the effect of the reverse stock split at certain ratios on (i) the shares of common stock outstanding; (ii) the shares of common stock reserved for issuance, (iii) the increased number of total authorized shares of common stock under our Articles of Incorporation, and (iv) the resulting number of shares of common stock available for issuance:
 
Common Shares
Outstanding
Common Shares
Reserved for
Issuance
Total Authorized
Common Shares
Common Shares
Authorized
and Available
(% of total
authorized)
     
Before Reverse
Stock Split
6,411,413193,588,587200,000,000 (96.8%)
     
One-for-ten641,143399,358,857400,000,000(99.8%)
     
One-for-twenty-five256,457399,743,543400,000,000(99.9%)
     
One-for-sixty106,857399,893,143400,000,000(99.9%)


 
 
13
Executive Employment Arrangements
On June 5, 2009, the Company entered into an Employment Agreement with Mr. Michael S. Wasik, our Chief Executive Officer and Chairman of the Board of Directors, replacing a prior employment agreement that had expired (the “CEO Employment Agreement”).  Pursuant to the CEO Employment Agreement, Mr. Wasik continues to serve as our Chief Executive Officer for a starting base salary of $150,000 per year. In addition, Mr. Wasik is eligible for payment of a bonus based on his performance, as, when and in an amount determined by the Compensation Committee and/or the Board of Directors.  Assuming the achievement of all relevant performance criteria and established milestones, Mr. Wasik will have a target annual bonus of at least 100% of his base salary plus an incentive stock option to purchase 50,000 shares of our Common Stock.
The CEO Employment Agreement may be terminated at any time by either the Company or Mr. Wasik; provided, however, that in the event Mr. Wasik terminates for “Good Reason” or the Company terminates without “Cause”, each as defined in the Employment Agreement, then Mr. Wasik shall, on the fulfillment of certain conditions, be entitled to severance compensation equal to twelve (12) months’ salary.
Further to the CEO Employment Agreement and in consideration of services already performed, on June 5, 2009, Mr. Wasik was granted a stock option under our Long-Term Incentive Plan to purchase 100,000 shares of our Common Stock at an exercise price equal to $3.30 per share, vesting fifty percent (50%) on each of June 5, 2010 and June 5, 2011.

On October 1, 2010, the Company entered into a one year Employment Agreement (the “Garneau Employment Agreement”) with Mr. Garneau to serve as Chief Financial Officer, the terms of which included a base annual compensation of $150,000 and a performance based discretionary bonus plan administered by the Compensation Committee and/or Board of Directors.  In addition and further to the Garneau Employment Agreement and as an inducement to acceptance of an offer of employment, pursuant to Roomlinx’s standard stock option award agreement, Mr. Garneau was granted options to purchase 40,000 shares of Roomlinx Common Stock at an exercise price equal to $4.50 per share, the last publicly reported sales price of a share of Roomlinx Common Stock on the Effective Date, vesting equally over a three year period.

Effective September 9, 2011, Mr. Garneau and the Company executed a separation agreement and related thereto and pursuant to the options to purchase 40,000 shares of Roomlinx Common Stock, the Board of Directors modified the vesting period from three years to vest as of the separation agreement effective date and extend the exercise period on such options from three years to seven years.  In accordance with the accelerated vesting of the options, an additional $139,744 in compensation expense was recorded in September 2011.


14


Outstanding Equity Awards At Fiscal Year-End (Fiscal Year-End December 31, 2011)
     Option Awards         Stock Awards    
Name
 Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
  Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
  Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
  Option
Exercise
Price
($)
 Option
Expiration
Date
 Number
of
Shares
or Units
of Stock
That
Have
Not
Vested
(#)
  Market
Value
of
Shares
or Units
of Stock
That
Have
Not
Vested
($)
  Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)
  Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)
 
Michael S. Wasik
  10,000   -   -   2.60 08/10/15  -   -   -   - 
                                  
Michael S. Wasik
  100,000   -   -   2.00 11/20/13  -   -   -   - 
                                  
Michael S. Wasik
  100,000   -   -   3.30 06/05/16  -   -   -   - 
                                  
Michael S. Wasik
  3,378   2,252   -   3.10 04/12/17  -   -   -   - 
                                  
Edouard Garneau
  40,000   -   -   3.75 10/01/17  -   -   -   - 
                                  
Steven Skalski
   30,000    30,000    -    3.30 11/09/18   -    -    -    - 
15
Director Compensation Table – Fiscal Year-End December 31, 2011
Name 
Fees Earned
or Paid in
Cash
($)
  
Stock
Awards
($)(1)
  
Option
Awards
($)
  
Total
($)
 
  Michael Wasik  -   -   -   - 
  Judson Just  -   37,500   -   37,500 
  Jay Coppoletta  -   37,500   -   37,500 

(1)
The amounts shown in this column represent the annual restricted stock unit grants for 2011, which are not expected to be continued in 2012. The amounts shown are valued based on the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”).

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
               On April 30, 2012, our Audit Committee formally appointed the firm of GHP Horwath, P.C. as the Company's independent registered public accounting firm to audit the financial statements of the Company for the fiscal year ending December 31, 2012 and recommends that stockholders vote for ratification of this appointment.  A representative of GHP Horwath, P.C. will be present at the meeting, and will be available to answer any appropriate questions.  The affirmative vote of the holders of a majority of the outstanding shares of common stock at the close of business on November 2, 2012, either in person or by proxy, is required to approve this Proposal Two.
Audit Fees, Audit Related Fees, Tax Fees and All Other Fees
The Company dismissed StarkSchenkein, LLP as its independent registered public accounting firm on April 24, 2012.  The following is a summary of the fees billed to the Company by StarkSchenkein, LLP for professional services rendered for the fiscal years ended December 31, 2011 and 2010:
Fee Category 
Fiscal 2011
Fees
  
Fiscal 2010
Fees
 
Audit Fees
 $
104,859
  $
65,800
 
Audit-Related Fees
  —   — 
Tax Fees
  —   — 
All Other Fees
  —   — 
Total Fees
 $104,859  $73,800 
AUDIT FEES. Consists of fees billed for professional services rendered for the audit of Roomlinx’s consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by StarkSchenkein, LLP in connection with statutory and regulatory filings or engagements.

AUDIT-RELATED FEES. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of Roomlinx, Inc.’s consolidated financial statements and are not reported under "Audit Fees." There were no Audit-Related services provided in fiscal 2011 or 2010.

16
TAX FEES. Consists of fees billed for professional services for tax compliance, tax advice and tax planning. There were no tax services provided in fiscal 2011.

ALL OTHER FEES. Consists of fees for products and services other than the services reported above. There were no management consulting services provided in fiscal 2011 or 2010.
Audit Committee Pre-Approval Policies and Procedures
The policy of the Company’s Audit Committee is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis.

Recommendation of Our Board of Directors

Our Board of Directors recommends a vote FOR ratification of the appointment of GHP Horwath, P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012.

OTHER MATTERS

As of the date of this Proxy Statement, the Company knows of no other matter to be submitted at the meeting.  No other business may be brought before the annual meeting other than the matters set forth above and those matters which may arise in connection therewith. If any other matters properly come before the meeting, it is the intention of the persons named in the enclosed form of Proxy to vote the proxy on such matters as recommended by the Board of Directors, or if no such recommendation is given, in their own discretion.

FUTURE PROPOSALS AND NOMINATIONS
The deadline has passed for submitting a proposal to be raised at the 2012 Annual Meeting of Stockholders. Stockholder proposals to be presented at the 2013 Annual Meeting and stockholder nominations for persons to be considered for candidates for director must be received by the Company on or before December 31, 2012 for inclusion in the proxy statement and proxy card relating to the 2013 Annual Meeting pursuant to SEC Rule 14a-8. Any such proposals should be sent via registered, certified or express mail to: Roomlinx, Inc., 11101 W 120th Ave, Suite 200, Broomfield, CO 80021, Attn: CEO.

DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
The SEC has adopted rules that permit companies to deliver a single notice regarding the availability of proxy materials on the Internet or a single copy of proxy materials to multiple stockholders sharing an address unless a company has received contrary instructions from one or more of the stockholders at that address. Upon request, we will promptly deliver a separate notice or a separate copy of proxy materials to one or more stockholders at a shared address to which a single notice or a single copy of proxy materials was delivered. Stockholders may request a separate notice or a separate copy of proxy materials by calling us at (303) 541-1111 or by mailing a request to:  Roomlinx, Inc., 11101 W 120th Ave, Suite 200, Broomfield, CO 80021, Attn: CEO. Stockholders at a shared address who receive multiple notices or multiple copies of proxy materials may request to receive a single notice or a single copy of proxy materials in the future in the same manner as described above.

OTHER INFORMATION
               Incorporated by reference herein is a copy of our Annual Report on Form 10-K and Form 10-K/A for the Fiscal Year Ended December 31, 2011, filed on April 30, 2012.
17- 6 -
 
 
 We
Certain Risks Associated with the Reverse Stock Split

•
If the reverse stock split is made effective and the market price of the common stock declines, the percentage decline may be greater than would occur in the absence of a reverse stock split. The market price of the common stock will, however, also be based on performance and other factors, which are unrelated to the number of shares outstanding.
•There can be no assurance that the reverse stock split will result in any particular price for the common stock. As a result, the trading liquidity of the common stock may not necessarily improve.

•
There can be no assurance that the market price per share of the common stock after a reverse stock split will increase in proportion to the reduction in the number of shares of the common stock outstanding before the reverse stock split. For example, based on the closing price of the common stock on the Record Date of February 23, 2015 of $.098 per share, if the reverse stock split were implemented and approved for a reverse stock split ratio of one-for-sixty, there can be no assurance that the post-split market price of the common stock would be $5.88 or greater.  Accordingly, the total market capitalization of the common stock after the reverse stock split may be lower than the total market capitalization before the reverse stock split. Moreover, in the future, the market price of the common stock following the reverse stock split may not exceed or remain higher than the market price prior to the reverse stock split.
•
Because the number of issued and outstanding shares of common stock would decrease as result of approval of Proposal 1 the number of authorized but unissued shares of common stock will increase on a relative basis and further increase as a result of approval of Proposal 2. If the Company issues additional shares of common stock, then the ownership interest of the Company’s current stockholders would be diluted, possibly substantially.
•
There are certain agreements, plans and proposals that may have material anti-takeover consequences. The proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect. For example, the issuance of a large block of common stock could dilute the stock ownership of a person seeking to make effective a change in the composition of the Board or contemplating a tender offer or other transaction for the combination of the Company with another company.
•The reverse stock split may result in some stockholders owning “odd lots” of less than 100 shares of common stock.  Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than the costs of transactions in “round lots” of even multiples of 100 shares.

The Board intends to make effective the reverse stock split only if it believes that a decrease in the number of shares is likely to improve the trading price of the common stock and if the implementation of the reverse stock split is determined by the Board to be in the best interests of the Company and its stockholders.

Effective Time

The proposed reverse stock split would become effective as of 11:59 p.m., Pacific Time (the “Effective Time”), on the date of filing the Reverse Stock Split Amendment with the office of the Secretary of State of the State of Nevada. Except as explained below with respect to fractional shares, at the Effective Time, all shares of the common stock issued and outstanding immediately prior thereto will be combined, automatically and without any action on the part of stockholders, into a lesser number of shares of the common stock calculated in accordance with the reverse stock split ratio determined by the Board.

After the Effective Time, the common stock will have a new Committee on Uniform Security Identification Procedures (“CUSIP”) number, which is a number used to identify the Company’s equity securities, and stock certificates with the older CUSIP number will need to be exchanged for stock certificates with the new CUSIP number by following the procedures described below.

After the Effective Time, the Company will continue to be subject to the informationalperiodic reporting and other requirements of the Securities Exchange Act of 1934,1934.  We expect that the Company’s common stock will continue to be quoted with OTC Link operated by OTC Markets Group, Inc (“OTC Markets Group”) under the symbol “RMLX”, although we expect that the OTC Markets Group will add the letter “D” to the end of the trading symbol for a period of 20 trading days after the Effective Date to indicate that the reverse stock split has occurred.  The OTC Markets Group may change the stock symbol to another symbol altogether.

Board Discretion to Implement the Reverse Stock Split Amendment

If the reverse stock split is approved by the Company’s stockholders, it will be effected, if at all, only upon a determination by the Board that a reverse stock split (at a ratio determined by the Board as described above) is in the best interests of the Company and the stockholders. The Board’s determination as to whether the reverse stock split will be effected and, if so, at what ratio, will be based upon certain factors, including existing and expected marketability and liquidity of the common stock, prevailing market conditions and the likely effect on the market price of the common stock. If the Board determines to make effective the reverse stock split, the Board will consider various factors in selecting the ratio including the overall market conditions at the time and the recent trading history of the common stock.

- 7 -
Fractional Shares

Stockholders will not receive fractional post-reverse stock split shares in connection with the reverse stock split. Instead, the Company’s transfer agent for the registered stockholders will aggregate all fractional shares of common stock and arrange for them to be sold as soon as practicable after the Effective Time at the then prevailing prices on the open market on behalf of those stockholders who would otherwise be entitled to receive a fractional share. The Company expects that the transfer agent will cause the sale to be conducted in an orderly fashion at a reasonable pace and that it may take several days to sell all of the aggregated fractional shares of common stock. After completing the sale, stockholders will receive a cash payment from the transfer agent in an amount equal to the stockholder’s pro rata share of the total net proceeds of these sales.  No transaction costs will be assessed on the sale. However, the proceeds will be subject to certain taxes as discussed below. In addition, stockholders will not be entitled to receive interest for the period of time between the Effective Time and the date a stockholder receives payment for the cashed-out shares. The payment amount will be paid to the stockholder in the form of a check in accordance with the procedures outlined below.

After the reverse stock split, stockholders will have no further interests in the Company with respect to their cashed-out fractional shares. A person otherwise entitled to a fractional interest will not have any voting, dividend or other rights except to receive payment as described above.
Effect on Beneficial Holders of common stock (i.e. stockholders who hold in “street name”)

Upon the reverse stock split, we intend to treat shares held by stockholders in “street name,” through a bank, broker or other nominee, in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers or other nominees will be instructed to make effective the reverse stock split for their beneficial holders holding the common stock in “street name”.  However, these banks, brokers or other nominees may have different procedures than registered stockholders for processing the reverse stock split and making payment for fractional shares. If a stockholder holds shares of the common stock with a bank, broker or other nominee and has any questions in this regard, stockholders are encouraged to contact their bank, broker or other nominee.

Effect on Registered “Book-Entry” Holders of Common Stock (i.e. stockholders that are registered on the transfer agent’s books and records but do not hold stock certificates)

Certain of the Company’s registered holders of common stock may hold some or all of their shares electronically in book-entry form with the transfer agent. These stockholders do not have stock certificates evidencing their ownership of the common stock. They are, however, provided with a statement reflecting the number of shares registered in their accounts.

If a stockholder holds registered shares in book-entry form with the transfer agent, no action needs to be taken to receive post-reverse stock split shares or cash payment in lieu of any fractional share interest, if applicable. If a stockholder is entitled to post-reverse stock split shares, a transaction statement will automatically be sent to the stockholder’s address of record indicating the number of shares of common stock held following the reserve stock split.

If a stockholder is entitled to a payment in lieu of any fractional share interest, a check will be mailed to the stockholder’s registered address as soon as practicable after the Effective Time.  By signing and cashing the check, stockholders will warrant that they owned the shares of common stock for which they received a cash payment. The cash payment is subject to applicable federal and state income tax and state abandoned property laws.  In addition, stockholders will not be entitled to receive interest for the period of time between the Effective Time of the reverse stock split and the date payment is received.

Effect on Certificated Shares

Stockholders holding shares of common stock in certificate form will be sent a transmittal letter by the transfer agent after the Effective Time. The letter of transmittal will contain instructions on how a stockholder should surrender his or her certificate(s) representing shares of the common stock (“Old Certificates”), to the transfer agent in exchange for certificates representing the appropriate number of whole shares of post-reverse stock split common stock (“New Certificates”).  No New Certificate will be issued to a stockholder until such stockholder has surrendered all Old Certificates, together with a properly completed and executed letter of transmittal, to the transfer agent. No stockholder will be required to pay a transfer or other fee to exchange his, her or its Old Certificates.

Stockholders will then receive a New Certificate representing the number of whole shares of common stock to which they are entitled as a result of the reverse stock split. Until surrendered, the Company will deem outstanding Old Certificates held by stockholders to be cancelled and only to represent the number of whole shares of post-reverse stock split common stock, as applicable, to which these stockholders are entitled.
Any Old Certificates submitted for exchange, whether because of a sale, transfer or other disposition of stock, will automatically be exchanged for new certificates. If an Old Certificate has a restrictive legend, the New Certificate will be issued with the same restrictive legends that are on the Old Certificate.

If a stockholder is entitled to a payment in lieu of any fractional share interest, such payment will be made as described above under “Fractional Shares”.
- 8 -

STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Accounting Matters

The reverse stock split will not affect the par value of a share of the common stock. As a result, as of the Effective Time of the reverse stock split, the stated capital attributable to common stock on the Company’s balance sheet will be reduced proportionately based on the reverse stock split ratio (including a retroactive adjustment of prior periods), and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. Reported per share net income or loss will be higher because there will be fewer shares of common stock outstanding.

No Appraisal Rights

Under the Nevada corporate laws, stockholders are not entitled to appraisal rights with respect to the reverse stock split, and the Company will not independently provide stockholders with any such right.

Certain United States Federal Income Tax Considerations

The following is a summary of certain U.S. federal income tax consequences of the reverse stock split to holders of the common stock. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder, judicial authorities, published positions of the Internal Revenue Service (the “IRS”) and other applicable authorities, all as currently in effect and all of which are subject to change or differing interpretations (possibly with retroactive effect). This discussion is limited to U.S. holders (as defined below) that hold their shares of common stock as capital assets for U.S. federal income tax purposes (generally, assets held for investment). This discussion does not address all of the tax consequences that may be relevant to a particular stockholder or to stockholders that are subject to special treatment under U.S. federal income tax laws, such as:

•stockholders that are not U.S. holders;
•financial institutions;
•insurance companies;
•tax-exempt organizations;
•dealers in securities or foreign currencies;
•persons whose functional currency is not the U.S. dollar;
•traders in securities that elect to use a mark to market method of accounting;
•persons who own more than 5% of the Company’s outstanding stock;
•persons that hold the common stock as part of a straddle, hedge, constructive sale, conversion or other integrated transaction; and
•U.S. holders who acquired their shares of common stock through the exercise of an employee stock option or otherwise as compensation.

If a partnership or other entity taxed as a partnership holds common stock, the tax treatment of a partner in the partnership generally will depend upon the status of the partners and the activities of the partnership. Partnerships and partners in such a partnership should consult their tax advisors about the tax consequences of the reverse stock split to them.

This discussion does not address the tax consequences of the reverse stock split under state, local or foreign tax laws. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences set forth below.
Holders of the Common Stock are urged to consult with their own tax advisors as to the tax consequences of the reverse stock split in their particular circumstances, including the applicability and effect of the alternative minimum tax and any state, local or foreign and other tax laws and of changes in those laws.

For purposes of this section, the term “U.S. holder” means a beneficial owner of the common stock that for U.S. federal income tax purposes is:
•an individual that is a citizen or resident of the United States;
•a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any State or the District of Columbia;
•an estate that is subject to U.S. federal income tax on its income regardless of its source; or
•a trust, the substantial decisions of which are controlled by one or more U.S. persons and which is subject to the primary supervision of a U.S. court, or a trust that validly has elected under applicable Treasury regulations to be treated as a U.S. person for U.S. federal income tax purposes.
Tax Consequences of the Reverse Stock Split Generally

Except as provided below with respect to cash received in lieu of fractional shares, a U.S. holder will not recognize any gain or loss as a result of the reverse stock split.
- 9 -

Cash Received in Lieu of Fractional Shares

A U.S. holder that receives cash in lieu of a fractional share of common stock in the reverse stock split will generally be treated as having received such fractional share and then as having sold such fractional share for cash, and will recognize capital gain or loss in an amount equal to the difference between the amount of cash received and the portion of the basis of the pre-reverse stock split common stock allocable to such fractional interest. Such gain or loss generally will be long-term capital gain or loss if the U.S. holder’s holding period in the common stock exchanged therefor was greater than one year as of the date of the exchange. Under certain circumstances, the cash might instead be treated as a return of capital or, if the Company has current or accumulated earnings and profits, a dividend.

Tax Basis and Holding Period

A U.S. holder’s aggregate tax basis in the common stock received in the reverse stock split will equal such stockholder’s aggregate tax basis in the common stock surrendered in the reverse stock split reduced by any amount allocable to a fractional share of post-reverse stock split common stock for which cash is received. The holding period for the shares of the common stock received in the reverse stock split generally will include the holding period for the shares of the common stock exchanged therefor.

The Company does not have any plans, proposals or arrangements to issue for any purpose, including future acquisitions and/or financings, any of the authorized shares of common stock that would become newly available for issuance following the reverse stock split.  As previously announced, on February 10, 2015, the Company and Signal Point Holdings Corp. terminated their Agreement and Plan of Merger due to unexpected delays in the Company meeting its closing conditions.  However, the parties may continue discussions concerning a possible relationship with each other or with any other party, but the parties have no current agreements or understandings.
PROPOSAL 2
THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE TO
AMEND ARTICLE THIRD OF THE ARTICLES OF INCORPORATION OF THE COMPANY
TO INCREASE THE NUMBER OF SHARES OF AUTHORIZED COMMON STOCK
FROM 200,000,000 SHARES PRE-SPLIT TO 400,000,000 POST-REVERSE STOCK SPLIT SHARES
Our Board believes that the increase in the number of authorized shares of our common stock is necessary to make available shares of common stock for future issuance by allowing the Company substantial flexibility with respect to future actions involving the issuance of stock, including, without limitation, the raising of additional capital.  The proposed amendment to the Articles of Incorporation increasing the authorized shares is set forth in the Certificate of Amendment attached to this Consent Solicitation Statement in substantial form as Exhibit A.
As of February 23, 2015, we have 6,411,413 shares of common stock outstanding and are authorized to issue 200,000,000 shares, leaving 193,588,587 shares available for future issuances.  However, following approval of Proposal 1, the number of authorized shares of common stock will be proportionately reduced to 3,333,333 shares.  The Board would like the flexibility of having additional shares available for issuance in order to allow it to issue shares of stock in lieu of cash payments for services provided by third parties and employees, thus allowing it to preserve its cash.  Our Board further believes that the increase in the number of authorized shares of common stock will enable the Company to promptly take advantage of market conditions and the availability of favorable opportunities without the delay and expense associated with holding a special meeting of stockholders.
Our Board may authorize the issuance of any shares of common stock authorized but unissued without further shareholder approval. The issuance of such shares of common stock will be upon such terms as the board of directors determines. Such issuance could result in a significant dilution of the voting rights and the stockholders’ equity, of the existing shareholders and may adversely affect the market price for the common stock.
Issuance of additional common stock may have the effect of deterring or thwarting persons seeking to take control of the Company through a tender offer, proxy fight or otherwise or to bring about removal of incumbent management or a corporate transaction such as merger. For example, the issuance of common stock could be used to deter or prevent such a change of control through dilution of stock ownership of persons seeking to take control or by rendering a transaction proposed by such persons more difficult even if the person seeking to obtain control of the Company offers an above-market premium that is favored by a majority of the independent shareholders. Similarly, the issuance of additional shares to certain persons allied with our management could have the effect of making it more difficult to remove our current management by diluting the stock ownership or voting right of persons seeking to cause such removal.
The increase in authorized shares of common stock is not related to any current plans or intentions to enter into a merger, consolidation, acquisition or similar business transaction, as the Company has no current plans, proposals or arrangements at this time, written or otherwise, to issue any of the additional authorized shares of common stock in connection with a merger, consolidation, acquisition or similar business transaction.  As previously announced, on February 10, 2015, the Company and Signal Point Holdings Corp. terminated their Agreement and Plan of Merger due to unexpected delays in the Company meeting its closing conditions.  However, the parties may continue discussions concerning a possible relationship with each other or any other party, but the parties have no current agreements or understandings.
In the event that the amendment is approved by written consents of the shareholders, the Company may issue common stock of the Company pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (17 CFR §230.501 et seq.) to raise capital to fund ongoing operations. The issuance of the securities will have no effect upon the rights of existing security holders, other than the dilutive nature of the transaction.
This proposal requires approval by a majority of the votes entitled to vote hereunder.

This Proposal 2 is conditioned upon the approval by stockholders of Proposal 1 in this Consent Solicitation. If Proposal 2 is approved by stockholders and Proposal 1 is rejected by stockholders, Proposal 2 will not take effect.
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RECOMMENDATION OF THE BOARD FOR PROPOSAL 2:
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
TO AMEND ARTICLE THIRD OF THE ARTICLES OF INCORPORATION OF THE COMPANY
TO INCREASE THE NUMBER OF SHARES OF AUTHORIZED COMMON STOCK
FROM 200,000,000 SHARES PRE-SPLIT TO 400,000,000 POST-REVERSE STOCK SPLIT SHARES
INTERESTS OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS ACTED UPON
No director, officer, nominee for election as a director, associate of any director, officer of nominee of any other person has any substantial interest, direct or indirect, by security holdings or otherwise, resulting from the matters described herein which is not shared by all other stockholders pro rata in accordance therewith,with their respective interest.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
The Company’s Common Stock quoted with OTC Markets Group under the symbol “RMLX”.  The Company’s Class A Preferred Stock is also quoted with OTC Markets Group, under the symbol “RMLXP”.  For the periods indicated, the following table sets forth the high and low bid quotations for our Common Stock and Class A Preferred Stock as reported by the National Quotation Bureau, Inc. The quotations represent inter-dealer quotations without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
SYMBOL TIME PERIOD LOW  HIGH 
           
RMLX January 1, - March 31, 2012 $2.25  $4.80 
  April 1, - June 30,  2012 $2.15  $3.50 
  July 1, - September 30, 2012 $2.30  $3.98 
  October 1, - December 31, 2012 $1.80  $2.75 
           
  January 1, - March 31, 2013 $1.15  $2.39 
  April 1, - June 30,  2013 $0.52  $1.90 
  July 1, - September 30, 2013 $0.11  $0.65 
  October 1, - December 31, 2013 $0.03  $0.34 
           
  January 1, - March 31, 2014 $0.09  $0.40 
  April 1, - June 30,  2014 $0.20  $0.30 
  July 1, - September 30, 2014 $0.12  $0.28 
  October 1, - December 31, 2014 $0.04  $0.14 
           
RMLXP April 1, - June 30,  2014 $0.20  $0.30 
  April 1, - June 30,  2012 $0.10  $0.10 
  July 1, - September 30, 2012 $0.10  $0.12 
  October 1, - December 31, 2012 $0.05  $0.12 
           
  January 1, - March 31, 2013 $0.10  $0.20 
  April 1, - June 30,  2013 $0.10  $0.20 
  July 1, - September 30, 2013 $0.10  $0.11 
  October 1, - December 31, 2013 $0.10  $0.10 
           
  January 1, - March 31, 2014 $0.10  $0.14 
  April 1, - June 30,  2014 $0.21  $0.26 
  July 1, - September 30, 2014 $0.21  $0.24 
  October 1, -December 31, 2014 $0.17  $0.24 
           
The closing bid for the Company’s Common Stock on the OTC-Bulletin Board on February 23, 2015 was $0.098.   Stockholders are urged to obtain current market quotations for our common stock.  As of February 23, 2015, 6,411,413 shares of Common Stock were issued and outstanding which were held of record by 155 stockholders.  As of February 23, 2015, 720,000 shares of Class A Preferred Stock were issued and outstanding which were held of record by a single shareholder although we believe that an estimated 40 shareholders own Class A Preferred Stock.

Trading in our common stock has been sporadic and the quotations set forth above are not necessarily indicative of actual market conditions. All prices reflect inter-dealer prices without retail mark-up, mark-down, or commission and may not necessarily reflect actual transactions.
Dividends
The Company has not paid any cash dividends on its stock. Dividends may not be paid on the common stock while there are accrued but unpaid dividends on the Class A Preferred Stock, which bears a 9% cumulative dividend. As of December 31, 2014 accumulated but unpaid Class A Preferred Stock dividends aggregated $211,080.  Payments must come from funds legally available for dividend payments.  It is the current intention of the Company to retain any earnings in the foreseeable future to finance the growth and development of its business and not pay dividends on the common stock.
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Securities Authorized For Issuance under Equity Compensation Plans
There are no securities authorized for issuance under any equity compensation plans during the fiscal year ended December 31, 2014 other than as follows as it relates to warrants and options:

On May 4, 2012, the Company entered into a Securities Purchase Agreement (the “SPA”) with certain investors (collectively, the “Investors”), pursuant to which the Investors purchased Units from the Company for a purchase price of $2.50 per Unit.  Each Unit consisted of (x) one share of common stock of the Company and (y) a warrant to purchase one-half share of common stock at an exercise price of $3.75 per share, subject to adjustment as provided in the warrant.  The Company sold and issued an aggregate of 1,200,000 shares of common stock to the Investors and issued warrants to the Investors for the purchase of an additional 600,000 shares of common stock.  Subsequently on June 20, 2012, the Company sold and issued an additional 80,000 shares of common stock and 40,000 warrants to certain other investors pursuant to an amendment to the SPA.  In the aggregate, the Company received net proceeds of $2,993,311 (gross proceeds of $3,200,000 less $206,689 of offering expenses) from these transactions.  Proceeds from such transactions have been and will be used for general corporate and working capital purposes including deployment of the Company’s iTV applications under the Master Service Agreement with Hyatt Corporation.
Warrants:   
The following is a summary of such outstanding warrants for the year ended December 31, 2014:
Warrants 
Shares
Underlying
Warrants
  
Weighted
Average
Exercise
Price
 
       
Outstanding at January 1, 2014  1,542,800  $2.84 
Granted and Issued  -   - 
Expired/Cancelled  620,000  $2.00 
Outstanding and exercisable at December 31, 2014  922,800  $3.50 
Options:    
In 2004, the Company adopted a long term incentive stock option plan (the “Stock Option Plan”) which covers key employees, officers, directors and other individuals providing bona fide services to the Company. On December 27, 2012, subject to stockholder approval, the board of directors voted to amend the Stock Option Plan to (i) adjust the maximum allowable shares of common stock upon exercise of options which may be granted from 1,200,000 to 2,000,000 shares of common stock and (ii) remove the provision from the Stock Option Plan which provided that any shares that are surrendered to or withheld by the Company in connection with any award or that are otherwise forfeited after issuance shall not be available for purchase pursuant to incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended.  
A summary of stock option activity under the Stock Option Plan for the year ended December 31, 2014 is presented below:
  
Number of
Shares
  
Weighted
Average
Exercise
Price
 
         
Outstanding at January 1, 2014  880,253  $1.60 
Granted  0     
Forfeited  (36,967)  1.92 
Outstanding at December 31, 2014  843,286  $1.60 

Purchases of Equity Securities by the Issuer and Affiliated Purchases
There were no issuer purchases of our equity securities during the fiscal year ended December 31, 2014 or for any subsequent calendar quarters as of the date of this Consent Solicitation Statement.
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ADDITIONAL INFORMATION
We are subject to the informational reporting requirements of the Exchange Act and file reports, information statementsConsent Solicitations and other information required under the Exchange Act with the SEC. This Proxy Statement, our Annual Report on Form 10-K/ASuch reports, Consent Solicitations and all other reports filed by us caninformation may be inspected and copied at the Public Reference Roompublic reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C.DC 20549. You may receiveCopies of such materials and information onfrom the operation ofSEC can be obtained at existing published rates from the Public Reference Room by callingSection of the SEC, at 1-800-SEC-0330.100 F Street, N.E., Room 1580, Washington, DC 20549. The SEC also maintains ana site on the Internet site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding companiesregistrants that like us, file information electronically with the SEC. Such materialSEC which may also be accessed electronically via the Internet, by accessing thedownloaded free of charge.
HOUSEHOLDING OF PROXY MATERIALS
The Securities and Exchange Commission’s EDGAR website at http://www.sec.gov.Commission permits companies and intermediaries such as brokers to satisfy the delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by delivering a single set of proxy materials addressed to those stockholders. This process, which is commonly referred to as “householding”, potentially provides extra conveniences for stockholders and cost savings for companies.
 
Although we do not intend to household for our stockholders of record, some brokers household our proxy materials, delivering a single set of proxy materials to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate set of proxy materials, or if you are receiving multiple sets of proxy materials and wish to receive only one from your broker, please notify your broker.
STOCKHOLDER PROPOSALS

Stockholders may present proposals for action at a future meeting if they comply with SEC rules and state law.  The Company has not set an annual meeting date.   The Company will provide in a timely manner the date of the meeting, if any, and the dates for submitting nominees and shareholder proposals as soon as a date of an annual meeting is confirmed.  We will provide notice of the meeting date on a quarterly report on Form 10-Q, or, if a more immediate notice is necessary, on a current report on Form 8-K.  The meeting, if held, will not be held earlier than July 1, 2015.
Stockholder Proposals to be Included in the Consent Solicitation

Dated: November 16, 2012To be considered for inclusion in our proxy materials for the 2015 Annual Meeting of Stockholders, a stockholder proposal must be received in writing at our offices, 11101 W 120th Ave., Suite 200, Broomfield, Colorado 80021 no later than 90 days before such meeting.  Assuming a July 1, 2015 meeting date, the materials must be provided no later than April 2, 2015.
 
Stockholder Proposals Not to be Included in the Consent Solicitation

If you wish to make a stockholder proposal at the 2015 Annual Meeting of Stockholders that is not intended to be included in our proxy materials for that meeting, you generally must provide appropriate notice to us within 90 days before the meeting, or, assuming a July 1, 2015 meeting date, by April 2, 2015.
INCORPORATION OF FINANCIAL INFORMATION BY REFERENCE
We “incorporate by reference” into this Consent Solicitation Statement certain documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents. We incorporate by reference into this information statement the following documents we have previously filed with the SEC:
·our Annual Report on Form 10−K for the fiscal year ended December 31, 2013, filed with the SEC on March 31, 2014;
·our Quarterly Reports on Form 10−Q filed with the SEC on May 13, 2014, August 8, 2014 (as amended on November 20, 2014), December 12, 2014 (as amended on December 15, 2014); and
·our Current Reports on Form 8−K filed with the SEC on April 2, 2014, June 27, 2014, August 8, 2014, September 24, 2014, October 3, 2014, October 23, 2014, November 20, 2014, December 19, 2014, December 24, 2014, January 7, 2015 and February 13, 2015
We will be mailing these items if requested through U.S. mail and electronically to shareholders being solicited and posting these items on our website for you to read and print. You may request an additional copy of these filings at no cost, by writing or telephoning us at the following address:
 
18- 13 -
 

PROXY FOR ROOMLINX, INC.
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
DECEMBER 18, 2012 OR ANY ADJOURNMENT THEREOF
ROOMLINX, INC.
11101 W. 120th Ave., Suite 200
Broomfield, Colorado 80021
(303) 544-1111

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
ROOMLINX, INC.  AND IS VALID ONLY WHEN SIGNED AND DATED.
WRITTEN CONSENT OF SHAREHOLDERS OF ROOMLINX, INC.

The undersigned acknowledges receiptshareholder(s) of the Proxy Statement and Notice, dated November 16, 2012, of the Annual Meeting of Stockholders and hereby appoints Michael S. Wasik, with full power of substitution, the attorney, agent and proxy of the undersigned, to act for and in the name of the undersigned and to vote all the shares of Common Stock of the undersigned which the undersigned is entitled to vote at the Annual Meeting of Stockholders of Roomlinx,ROOMLINX, Inc. (the “Company”) to be held December 18, 2012, and at any adjournment or adjournments thereof, for the following matters:

(1)    o FOR all the following nominees (excepthereby consents as indicated to the contrary below):follows:

Michael S. Wasik, Jay Coppoletta, Carl Vertuca, Jr. and Erin Lydon

to serve as directors of the Company (to serve until the next annual meeting)

To withhold authority to vote for an individual Nominee, write that Nominee's name on this line.______________________________________

(2)   To ratify the appointment of GHP Horwath, P.C. as independent auditors of the Company for the fiscal year ending December 31, 2012:
 
o FOR
1.
o AGAINST
o WITHHOLD AUTHORITY (ABSTAIN)
To approve the amendment to Article Third of the Articles of Incorporation of the Company to make effective a reverse stock split up to and including 1 for 60, subject to the Board of Board of Directors’ discretion, and to proportionately reduce the number of authorized shares of common stock.
(3)   In his discretion, to transact business that properly comes before the meeting or any adjournment thereof:
 
o  FOR
o  AGAINST
o  WITHHOLD AUTHORITY (ABSTAIN)ABSTAIN
 (check one) 
2.
To approve the amendment to Article Third of the Articles of Incorporation of the Company to increase the number of shares of authorized common stock from 200,000,000 shares pre-split to 400,000,000 post-reverse stock split shares.
 
o  FOR
o  AGAINST
o  ABSTAIN
 (check one) 
Your
By signing this written consent, a shareholder of the Company shall be deemed to have voted all shares will be votedof the Company’s common stock which he or she or it is entitled to vote in accordance with your instructions. the specifications made above, with respect to each Proposal.  If no choice is specified,a shareholder signs and returns this written consent, but does not indicate thereon the manner in which the shareholder wishes to vote the shareholder’s shares with respect to the proposal described above, then such shareholder will be voted FOR the nominees in the electiondeemed to have given affirmative written consent “FOR” Proposal 1 and “FOR” Proposal 2.
Approval of directors, FOR ratificationProposals 1 and 2 are contingent upon approval of the appointment of GHP Horwath, P.C. as independent auditors of the Company and FOR the granting of discretion to the proxy holders to transact business that properly comes before the meeting or any adjournment thereof.each other.
THIS WRITTEN CONSENT IS SOLICITED ON BEHALF OF THE COMPANY. THIS WRITTEN CONSENT MAY BE REVOKED AT ANY TIME PRIOR TO TERMINATION OF THE SOLICITATION PERIOD BY FILING A WRITTEN INSTRUMENT REVOKING THE CONSENT WITH THE COMPANY’S SECRETARY. THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT YOU GIVE YOUR AFFIRMATIVE WRITTEN CONSENT IN FAVOR OF APPROVAL OF THE AMENDMENT.
 
Individual:
  Entity:
(Number of Shares)  
   
   
   
By:orBy:Date:  
   
   
   
Name:(Print Name of Shareholder)(Print Name of Joint Shareholder
 
   
   
Title:(Signature of Shareholder) (Signature of Joint Shareholder)
 
Please date this written consent and sign your name as it appears on your stock certificate. Executors, administrators, trustees, etc., should give their full titles. All joint owners should sign.
Date: ___________
PLEASE RETURN THIS CONSENT BY ANY OF THE FOLLOWING METHODS:
·
MAIL: ROOMLINX, Inc., 11101 W 120th Ave., Suite 200, Broomfield, Colorado 80021
·FACSIMILE: (303) 544-1110
·
EMAIL:  RoomlinxConsent@Roomlinx.com

Please sign, date
- 14 -

EXHIBIT A
CERTIFICATE OF AMENDMENT
TO ARTICLES OF INCORPORATION OF
ROOMLINX, INC.
(Pursuant to NRS 78.385 and promptly return this proxy78.390 of the State of Nevada)
ROOMLINX, INC., a corporation organized and existing under the laws of the State of Nevada (the “Corporation”), in accordance with the provisions of Sections 78.385 and 78.390 of the Nevada Revised Statutes,
DOES HEREBY CERTIFY:
FIRST:                      The name of the Corporation is Roomlinx, Inc.
SECOND:                 This Certificate of Amendment shall become effective on _____________, 2015 at 11:59 p.m.
THIRD:                      Article THIRD of the Articles of Incorporation of the Corporation is hereby amended by replacing the introductory paragraph thereof in its entirety with the following:
“THIRD:  The aggregate number of shares which the Corporation shall have authority to issue is 405,000,000 shares.  These shares are divided into 400,000,000 shares of Common Stock with $.001 par value and 5,000,000 shares of Preferred Stock with $.20 par value.  Each of the Corporation’s outstanding shares of Common Stock outstanding as of the close of business on March ____, 2015 is hereby subdivided and converted into _______* shares of Common Stock (the “Reverse Split”).  No fractional shares shall be issued in the enclosed envelope. No postage is required if mailed inReverse Split.”
FOURTH:                      By written consent, the United States. Please sign exactly as your name appears. If stock is registered in more than one name, each holder should sign. When signing as an attorney, administrator, guardian or trustee, please add your title as such. If executedamendments herein certified were adopted and approved by a corporation the proxy must be signed by a duly authorized officer, and his name and title should appear where indicated below his signature.

Nameholders of Record Holder: ______________________________
Number___% of the shares entitled to vote thereon and having at least a majority of the Annual Meeting: ____________________________voting power.
IN WITNESS WHEREOF, this Certificate has been signed as of the _____ day of _______________, 201_, and the signature of the undersigned shall constitute the affirmation and acknowledgement of the undersigned, under penalties of perjury, that this Certificate is the act of the undersigned and that the facts stated in this Certificate are true.
ROOMLINX, INC.
By:  _____________________________________________
* THE EXACT RATIO WILL BE UP TO ONE-FOR-SIXTY, AND WILL BE DETERMINED BY THE BOARD OF DIRECTORS PRIOR TO THE EFFECTIVE TIME AND PUBLICLY ANNOUNCED BY THE COMPANY.
A - 1