UNITED STATES




SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




FORM 10-K/A


(Amendment #1)




x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the fiscal year ended December 31, 2011




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




Commission File No. 000-26213




ROOMLINX, INC.




(Exact name of registrant as specified in its charter)






Nevada
83-0401552(State or other jurisdiction of

incorporation or organization)
(I.R.S. Employer

Identification No.)






2150 W 6th Avenue, Unit H, Broomfield, CO 80020


(Address of principal executive offices)




(303) 544-1111


(Registrant’s telephone number)




Securities registered under Section 12(b) of the Act:




None




Securities registered under Section 12(g) of the Act:




(i) Common Stock, $.001 par value per share; and (ii) Preferred Stock, $.20 par value per share.









Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES o NO x




Indicate by check mark if the registrant is not required to file reports pursuant to section 13 or Section 15(d) of the Act. YES o NO x




Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO o




Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES x NO o




Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this form 10K.  o




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule12b-2 of the Exchange Act.




Large accelerated filer o
Accelerated filer oNon-accelerated filer o
Smaller reporting company x




Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.)  YES o NO x




The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant based upon the closing sale price of the common stock on June 30, 2011, the last business day of the registrant’s most recently completed second quarter, as reported on the OTC Bulletin Board, was approximately $11,929,808.




As of March 27, 2012, the registrant’s issued and outstanding shares were as follows:  5,118,877 shares common stock, 720,000 shares of Class A Preferred Stock.




Documents incorporated by reference: None.









Explanatory Statement to Form 10-K Amendment





The purpose of this Annual Report on Form 10-K/A is to amend Part III, Items 10 through 14 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, which was filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2012 (the “Original Filing”), to include information previously omitted from the Original Filing in reliance on General Instruction G to Form 10-K, which provides that registrants may incorporate by reference certain information from a definitive proxy statement, which involves the election of directors, if filed with the SEC within 120 days after the end of the fiscal year covered by the Original Filing. The Company’s definitive proxy statement will not be filed before April 30, 2012 (i.e., within 120 days after the end of the Company’s 2011 fiscal year) pursuant to Regulation 14A. The reference in the Original Filing to the incorporation by reference of the registrant’s definitive proxy statement into Part III of the Original Filing is hereby deleted.





In addition, as required by Rule 12b-15 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Annual Report on Form 10-K/A under Item 15 of Part IV hereof.





For purposes of this Annual Report on Form 10-K/A, and in accordance with Rule 12b-15 under the Exchange Act, Items 10 through 14 of our Original Filing are being amended and restated in their entirety. Except as stated herein, this Form 10-K/A does not reflect events occurring after the filing of the Original Filing and no attempt has been made in this Annual Report on Form 10-K/A to modify or update other disclosures as presented in the Original Filing. Accordingly, this Form 10-K/A should be read in conjunction with our filings with the SEC subsequent to the filing of the Original Filing.









PART III




ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND COROPORATE GOVERNANCE




The Board of Directors has an Audit Committee and a Compensation Committee.  During the fiscal year ended December 31, 2011, the full Board of Directors met six times, the Audit Committee met five times and the Compensation Committee met three times. During 2011, all directors attended at least 75% of the meetings of the Board of Directors and the committees thereof on which they served.  The Company encourages each member of the Board of Directors to attend each annual meeting of stockholders.  Only Michael Wasik attended the Company’s 2011 annual meeting of stockholders.




Each member of the Audit and Compensation Committees has been determined to be independent as discussed below under Independence of Directors.  The following table sets forth the names, positions and ages of our executive officers and directors as of December 31, 2011; directors serve until the next annual meeting of stockholders or until their successors are elected and qualify. Officers are elected by the board of directors and their terms of offices are, except to the extent governed by employment contracts, at the discretion of the board of directors. There is no family relationship between any director, executive officer or person nominated or chosen by the Company to become a director or executive officer.




Name
Age
PositionMichael S. Wasik
42
CEO, CFO, and ChairmanSteven Skalski
51
COOJudson Just
41
DirectorJay Coppoletta
33
Director




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 since October 1, 2011.  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 InteractiveTV.




Prior to the Roomlinx merger, Wasik was the CEO/Founder of SuiteSpeed Inc. a wireless Internet provider within the hospitality market.  Having launched SuiteSpeed in late 2002, Wasik was responsible for defining technology architecture, market direction, and the overall vision for this fast growing WiFi company. 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.





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.









Steven Skalski was named Chief Operating Officer (COO) on November 19, 2011 reporting to Michael Wasik, Roomlinx Chief Executive Officer.  Mr. Skalski brings more than 20 years of domestic and international telecommunications executive experience in sales and operations, satellite services, customer care and business development.





Prior to joining Roomlinx, Skalski held numerous leadership positions with EchoStar, its spinoff Dish Network and more recently with Blockbuster (acquired by Dish Network in 2011). His extensive Pay TV experience includes brand launches, customer services, distribution channels, joint venture operations, sales and marketing, and human resources.  Skalski’s international experience focused on Asia where he recently served as COO for EchoStar Asia Multimedia Limited.  Domestically Skalski was an early-stage executive of Dish Network and helped build and scale its sales, operations, installation and customer care disciplines. Skalski is a graduate of The University of Chicago Booth School of Business where he received his MBA.





Judson P. Just, CFA spent eleven years with PEAK6 Investments, LP as a Portfolio Manager for two private funds, an Analyst, Trader and Manager of the founding family’s Family Office.  Established in 1997, PEAK6 Investments, LP is a leading financial institution in Chicago with an established track record of success in proprietary trading. Recently recognized as one of “Chicago's Best and Brightest Employers to Work For,” the company is also rapidly expanding its commercial focus to include innovative initiatives in the online media, retail options brokerage and asset management. Mr. Just left PEAK6 in December, 2011 and is currently a Board member for Solution BioSciences, an animal health technology company; and Vassol Inc., the developer of NOVA® the first commercially available technology to measure actual blood flow rates in individual vessels using MRA/MRI scanners.  Prior to PEAK6, Just spent six years as a Trader for Heartland Funds, a specialist in small cap equities.





Jay Coppoletta is the Chief Legal Officer of PEAK6 Investments, L.P., a position he has held since February 2010.  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.





Independence of Directors





The Board of Directors has determined that Judson Just and Jay Coppoletta are “independent” as defined in NASDAQ Marketplace Rule 4200.





Involvement in Certain Legal Proceedings





In December 2008, Cardinal Communications, Inc. filed for protection under Chapter 11 of the U.S. Bankruptcy Code.  In addition, several of Cardinal’s real estate development subsidiaries filed bankruptcy as well.  Most of the subsidiaries filed under Chapter 7 and were liquidated.  Cardinal Communications, Inc.’s Plan of Reorganization was approved in May 2009.  Ed Garneau, the Chief Financial Officer through September 9, 2011, was the Chief Executive Officer and director of Cardinal Communications, Inc. from 2005 through the reorganization in 2009.  After the Plan of Reorganization was approved in 2009, Mr. Garneau left Cardinal to run Canadian Communications, LLC.  Although Cardinal was a publicly traded company for a number of years, it voluntarily, and in cooperation with the Securities and Exchange Commission, terminated its reporting status in April 2008, and was delisted and ceased trading as a public entity.











To our knowledge, except as discussed in the preceding paragraph, 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; (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.




AUDIT COMMITTEE




The Company has an Audit Committee of the Board of Directors, the current members of which are Judson Just and Jay Coppoletta. The Audit Committee has 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.




AUDIT COMMITTEE FINANCIAL EXPERT




Judson Just is the Company’s Audit Committee Financial Expert.  Mr. Just, as a CFA, is a portfolio manager and a financial expert.




Audit Committee Report





Management is responsible 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.  StarkSchenkein, LLP is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with generally accepted auditing standards, including the effectiveness of internal controls, and issuing a report thereon.  The Audit Committee’s responsibility is to assist the Board in fulfilling its responsibility for overseeing the quality and integrity of the accounting, auditing and financial reporting practices of the Company.









The Audit Committee has reviewed and discussed the Company’s consolidated financial statements with management and with StarkSchenkein, LLP, the Company’s independent registered public accountants.  Management has represented to the Audit Committee that the consolidated financial statements were prepared in accordance with generally accepted accounting principles.  Also the Audit Committee discussed with StarkSchenkein, LLP the matters required to be discussed by Statement on Auditing Standards No. 61, as amend (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the Public Accounting Oversight Board ("PCAOB") in Rule 3200T.  The Audit Committee has also received from StarkSchenkein, LLP the written communication and the letter required by applicable requirements of the PCAOB regarding StarkSchenkein, LLP’s communication with the Audit Committee concerning independence.  The Audit Committee has discussed with StarkSchenkein, LLP their independence,the Committee took into consideration the amount and nature of the fees paid to this firm for non-audit services.





Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board has approved, that the December 31, 2011 audited financial statements be included in the Company’s Annual Report on Form 10-K for 2011.







AUDIT COMMITTEE





Judson Just, Chairman


Jay Coppoletta


Dated March 29, 2012




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 Messrs. Just and Coppoletta.





None of the members of the Board who served on the Compensation Committee in 2011 has interlocking relationships as defined by the SEC or had any relationships requiring disclosure by Roomlinx under the SEC’s rules requiring disclosure of certain relationships and related party transactions. In 2011, Mr. Wasik, participated in all discussions regarding salaries and incentive compensation for all of our executive officers, except during discussions regarding his own salary and incentive compensation. Mr. Wasik made suggestions or recommendations during these discussions; however, all deliberations and determinations regarding the compensation of our executive officers were made solely by the Compensation Committee.




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., 2150 W 6th Avenue, Unit H, Broomfield, CO  80020, Attn.: Michael S. Wasik, Chief Executive Officer.









Communicating with the Board





Stockholders may communicate directly with the Board of Directors.  All communications should be directed to the Company’s Secretary at 2150 W 6thAvenue, Unit H, Broomfield, CO  80020 and should prominently indicate on the outside of the envelope that it is intended for the Board of Directors or for non-management directors.  Each communication intended for the Board of Directors and received by the Secretary which is not otherwise commercial in nature will be forwarded to the specified party following its clearance through normal security procedures.





Review of Related Party Transactions





The Company does not employ specific procedures for the review, approval or ratification of related party transactions involving directors, nominees for directors, executive officers and their immediate family members, but considers such transactions on a case-by-case basis as they arise.  However, the audit committee reviews any related party transaction in excess of $120,000.





Board Compensation




Employees of Roomlinx do not receive any additional compensation for serving as members of the Board or any of its committees.  In 2011, Roomlinx’s non-employee directors each received stock grants totaling $37,500 in value.  $30,000 of the grants were made on April 2, 2011 and the remaining portion was made on September 1, 2011.  The Board had determined to pay non-employee directors a quarterly fee of $7,500 in stock grants but suspended such grants in the third quarter of 2011.




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) Matthew Hulsizer, a beneficial owner of more than ten percent of the Company’s Common Stock, filed one Form 4 reporting a total of two transactions on a non-timely basis and has not filed a Form 4 reporting seven transactions, and (ii) Jennifer Just, a beneficial owner of more than ten percent of the Company’s Common Stock, filed one Form 4 reporting a total of five transactions on a non-timely basis and has not filed a Form 4 reporting seven transactions.  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.









ITEM 11. EXECUTIVE COMPENSATION




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
Year

Salary ($)


Bonus ($)


Stock Awards ($)


Option Awards ($)


Total ($)Michael S. Wasik, CEO
2011


159,900



-



27,000
(3)


-



186,900Michael S. Wasik, CEO
2010


150,000



-



-



9,634
(1)


159,634Edouard Garneau, CFO
2011


119,942



-



-



-



119,942Edouard Garneau, CFO(4)
2010


37,500



-



-



167,693
(2)


205,193Steven Skalski, COO
2011


23,538



-



-



91,288
(3)


114,826
  (1)
In 2010 the following assumptions were used to determine the fair value of 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)(2)
In 2010 the following assumptions were used to determine the fair value of stock option awards granted: historical volatility of 135%, expected option life of 7.0 years and a risk-free interest rate of 1.90%. (Garneau)(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 onSeptember 9, 2011.




Executive Employment Arrangements




On June 5, 2009, the Company entered into an Employment Agreement (the “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.  Pursuant to the 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 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 Employment Agreement and in consideration of services already performed, on June 5, 2009, Mr. Wasik was granteda 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 “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 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.

















Outstanding Equity Awards At Fiscal Year-End (Fiscal Year-End December 31, 2011)


Option Awards








Stock AwardsName

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

08/10/12

-


-


-


-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

-


-


-


-EdouardGarneau

40,000


-


-


3.75

11/17/17

-


-


-


-StevenSkalski

30,000


30,000


-


3.30

11/09/18

-


-


-


-











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



-



37,500Jay 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”).







ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS




The following tables set forth certain information regarding the beneficial ownership of our common stock and preferred stock as of April 27, 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 April 27, 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

OwnedMichael S. Wasik(1)
502,126

9.8%
0
*Judson Just
37,727

*
0
*Jay Coppoletta
18,127

*
0
*Edouard Garneau(2)
82,000

1.6%
0
*Steven Skalski(3)
0

*
0
*Jennifer Just(4)

c/o Roomlinx, Inc.

2150 W. 6th Ave., Unit H

Broomfield, CO 80021
2,067,081

40.4%
0
*Matthew Hulsizer(5)

c/o Roomlinx, Inc.

2150 W. 6th Ave., Unit H

Broomfield, CO 80021
2,065,581

40.3%
0
*Verition Multi-Strategy Master Fund Ltd.

c/o Maples Corporate Services Limited

PO Box 309, Ugland House

Grand Cayman, KY1-1104

Cayman Islands
312,500

6.1%
0
*All executive officers and directors (5 persons)
640,080

12.5%
0
*





* less than 1%




(1)
Includes (i) 291,100 outstanding shares owned by Mr. Wasik, (ii) options to purchase 10,000 shares at $2.60 per share which expire on August 10, 2012, (iii) options to purchase 100,000 shares at $2.00 per share which expire on November 20, 2013, (iv) options to purchase 100,000 shares at $3.30 per share which expire on June 5, 2016, and (v) options to purchase 1,126 share at $3.10 per share which expire on April 12, 2017.  Does not include options to purchase 2,252 shares at $3.10 per share which vest equally on April 12, 2012 and 2013 and expire on April 12, 2017.(2)
Includes (i) 42,000 shares owned by Garneau Alliance, LLC, of which Mr. Garneau is Manager,  and (ii) options to purchase 40,000 shares at $4.50 per share which expire on October 1, 2017.  
  (3)
Does not include options to purchase 30,000 shares at $3.30 per share which vest equally on November 9, 2012, 2013, and 2014, and expire on November 9, 2018.(4)
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 between March 2, 2014 and October 31, 2014 to purchase 620,000 shares of Common Stock at $2.00 per share, and (v) 4,500 shares held as Custodian for the benefit of her children.(5)
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 Jennifer Just, (iv) warrants owned by Cenfin LLC expiring at various dates between March 2, 2014 and October 31, 2014 to purchase 620,000 shares of Common Stock at $2.00 per share, and (v) 3,000 shares held as Custodian for the benefit of his child.







ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS




Roomlinx or one of our subsidiaries may occasionally enter into transactions with certain “related persons.” Related persons include our executive officers, directors, nominees for directors, a beneficial owner of 5% or more of our common stock and immediate family members of these persons. We refer to transactions in which the amount involved exceeded or is expected to exceed the lesser of $120,000 or one percent of the average of the Company’s total assets at year end for the last two completed fiscal years and in which the related person has a direct or indirect material interest as “related person transactions.” Each related person transaction must be approved or ratified in by the Audit Committee of the Board of Directors.





The Company’s policy with regards to Related Person Transactions requires that where a transaction has been identified as a related person transaction, the Audit Committee (but only non-interested members) must approve or ratify it. Management must present to such non-interested members of the Audit Committee a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to the Company of the transaction and whether any alternative transactions were available. To identify Related Person Transactions, the Company relies on information supplied by its executive officers and Directors. 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 non-interested members of the Audit Committee 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 them in the good faith exercise of their discretion.





The Audit Committee considers all relevant factors when determining whether to approve a related person transaction including, without limitation, the following:





·
the size of the transaction and the amount payable to a related person;


·
the nature of the interest of the related person in the transaction;


·
whether the transaction may involve a conflict of interest, risk or cost;


·
the terms of the transaction;


·
the impact on a Director’s independence in the event the related person is a director, immediate family member of a Director or an entity with which a Director is affiliated; and


·
whether the transaction is on terms that would be available in comparable transactions with unaffiliated third parties.




Executive officer or director compensation which has been approved by the Compensation Committee of the Board of Directors is not considered a Related Party Transaction.









Since June 5, 2009 the Company has maintained a Revolving Credit, Security and Warrant Purchase Agreement which has been amended from time to time (collectively the “Credit Agreement") with Cenfin LLC, an entity principally owned by majority shareholders in Roomlinx.  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 that are fully vested and expire in 3 years, 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.  Interest accrues monthly at the fed rate plus 5% and is paid quarterly. During the year ended December 31, 2011, the Company made interest payments of $150,623 to Cenfin and Cenfin advanced the Company $2,480,000.  Pursuant to these advances, the Company granted 620,000 warrants to Cenfin with a strike price of $2.00.





Effective July 25, 2011, Roomlinx executed a consulting arrangement for marketing services with TRG, Inc., an entity owned by the CEO and Chairman of Roomlinx.  As of December 31, 2011, Roomlinx had paid TRG $14,535 for services performed in accordance with said arrangement.  Prior to entry into this Agreement, management briefed the Audit Committee and the Audit Committee determined that the amount expected to be paid was less than the cost of acquiring these services from another as qualified individual.





Other than as set forth above, there were no related party transactions in 2011 and none are currently contemplated.





ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.




AUDIT FEES




The aggregate fees for professional services rendered by StarkSchenkein LLP, including the audit of the annual consolidated financial statements and reviews of the quarterly consolidated financial statements of Roomlinx, Inc. and reviews of the Forms 10-K and 10-Q for the fiscal years ended December 31, 2011 and 2010, were $104,859 and $65,800 respectively.




AUDIT RELATED FEES, TAX FEES AND ALL OTHER FEES




In 2011, StarkSchenkein LLP received $8,000 in fees for tax services to the Company for the fiscal year ended December 31, 2010.




BOARD OF DIRECTORS ADMINISTRATION OF THE ENGAGEMENT




Before StarkSchenkein, LLP was engaged by the Company for the 2011 audit, StarkSchenkein, LLP’s engagement and engagement letter were approved by the Company's Board of Directors.










Signatures





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 30, 2012.






Roomlinx, Inc.By:
/s/ Michael S. WasikMichael S. WasikChief Executive Officer

Chief Financial Officer








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




By:
/s/ Michael S. WasikMichael S. WasikChairman of the Board of Directors

(Principal Executive Officer)
   By:
/s/ Judson JustJudson JustDirector
 By:
/s/ Jay CoppolettaJay CoppolettaDirectorDate: April 30, 2012